Appendix 1 to Value Contract - SAP

SAP List of Prices and Conditions SAP Software and Support enCH.v.7-2021

SAP Applications and Technology Platform on-premise Solutions

SAP List of Prices and Conditions

SAP Software and Support

2021/3 version July 2021


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Not a valid pricelist.

Convenience

Translation of the German language

SAP List of Prices and Condition Software and Support.

The German original is authoritative.


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PREAMBLE 7

LICENSING PRINCIPLES / RULES OF USE 7

METRICS 15

Exhibit 1 - Legacy SBOP Software 21

Exhibit 2 - Named User Metrics and Package Metrics 22

Exhibit 3 - Package Restrictions 46

Exhibit 4 - Pass Through Terms for Third Party Databases 93

Exhibit 5 - Pass Through Terms for Directories 155

Exhibit 6 – SAP Business One Software 194


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PART 1 PRICES

Part 1 of this document contains provisions on prices and part 2 and 3 contain the

conditions for the license and support of standard software.

This present document incorporates in its Part 1 “Prices” by reference the following

documents, as detailed below.

The SAP List of Prices and Conditions Software and Support (for direct sales) for SAP

Applications and Technology Platform on-premise Solutions consists of the following

documents

This present document incorporating:

• SAP Price list (Part for SAP Applications and Technology Platform on-premise Solutions)

(SAP Confidential).

This present document together with the document named above form the SAP List of

Prices and Conditions SAP Software and Support for SAP Applications and Technology

Platform on premise Solutions (Direct Sales).

The SAP List of Prices and Conditions Software and Support (for direct sales) for SAP

Business One consists of the following documents:

This present document incorporating:

• SAP Price List (Part for SAP Business One) (SAP Confidential).

This present document together with the document named above form the SAP List of

Prices and Conditions SAP Software and Support for SAP Business One.


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1. PRICE CALCULATION

1.1. The contract price is defined as the total list price minus standard volume

discounts. It is calculated as follows:

Determine the SAP Application Value (SAV) by adding list prices of SAV-relevant

price list items

The SAP Application Value is determined separately for discountable and non-

discountable price list items. It excludes all price list items that do not contribute to the

SAP Application Value (non-SAV items).

If a database is licensed, calculate the database price by applying the appropriate

percentage to the SAP Application Value

The database price is determined separately for discountable and non-discountable price

list items.

For SAP Business One the following will apply instead: The respective Database

Price will be calculated based on the sum per User/per Core and is not discountable.

Determine list price for items that do not contribute to the SAP Application Value

(sub-total non-SAV items)

The list price subtotal for items that do not contribute to the SAP Application Value is

determined separately for discountable and non-discountable price list items.

Determine total list price

Add discountable and non-discountable part of the SAP Application Value, discountable

and non-discountable portion of the database price, as well as discountable and non-

discountable subtotal of price list items that do not contribute to the SAP Application

Value.

Determine standard volume discount percentage based on total list price

Determine relevant discount percentage from volume schedule

Determine contract price

Apply standard volume discount to discountable part of total list price and add the result to

the non-discountable part of total list price.

For SAP Business, the following will apply:

The Volume discount (which will be calculated according to the SAP Price List for SAP

Business One) cannot be applied in conjunction with any other discount offered by SAP. If

the customer is receiving a corporate discount, the volume discount is replaced by the

corporate discount.

The corporate discount is defined as the discount customers may receive according to the

conditions of their existing contract.


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1.2. Further Special Conditions for SAP Business One

1.2.1 Minimum license requirement

The contract price (in the following of this chapter also named “total contract value” ) of an

initial purchase needs to exceed CHF 108,360, with the contract price defined as list price

minus volume or corporate discounts, calculated according to the SAP price list for SAP

Business One, current from time.

The total contract value of subsequent purchases needs to exceed CHF 16,254.

1.2.2 Support for SAP Business One

Customers using SAP Business One are only eligible to order the special SAP Standard

Support for SAP Business One, according the conditions of the SAP Price list Business

One.

1.3. Term Based Licenses

The monthly fee for term based licenses is expressed as a percentage of the

corresponding remuneration for the corresponding license purchase contract. It depends

on the minimum period of validity.

Fees paid for term based licenses cannot be set off against the price in a subsequent

software purchase.

License Term Monthly term based

license Fee

SAP Enterprise

Support

Monthly term based

license Fee

SAP Standard

Support

Monthly term based

license Fee

SAP Product

Support for

Large Enterprises

12 months

(initially committed

License term)

6.5 % 6.0% 5,9%

36 months

(initially committed

License term)

5% 4.5% 4,4%

IMPORTANT NOTE: Availability of term based licenses is restricted in the following

countries.

Chile, China, Croatia, Hong Kong, Hungary, Ireland, Singapore, Switzerland, Taiwan

For a detailed description of the scope of SAP Standard Support, SAP Enterprise

Support, and SAP Product Support for Large Enterprises and their prerequisites, see Part

3.


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PART 2 SOFTWARE USE RIGHTS

This part of the document contains the conditions for the licensing of the software,that are

incorporated into the contractual agreements.

Preamble

The terms on SAP Software use Rights set forth in this use document (“use Terms”)

apply to any Named Users and Packages licensed pursuant to the Software Agreement

referencing use this present document use. . Each capitalized term referenced in these

use Terms shall have the meaning given it in the Software Agreement or in the document

GENERAL TERMS AND CONDITIONS OF SAP (SWITZERLAND) INC. FOR

STANDARD SOFTWARE LICENSE AND SUPPORT ("GTC"). Terms or restrictions

applicable to a component also apply when that component is included/embedded with

another Package.

LICENSING PRINCIPLES AND RULES OF USE

1. Definitions

1.1 each SAP Software (in the context of this document called “Software” or “SAP

Software”) and/or Third Party Software (both as defined in the GTC) product licensed

pursuant to the Software Agreement referencing use this present document may be

referred to as a “Software Package” (when referencing only Software) or “Third Party

Software Package” (when referencing only Third Party Software) or “Package” (when

referencing both Software and Third Party Software);

1.2 “Licensed level” means:

when referenced in the context of a Named User, the quantity of Metric for which each

individual Named User category and type is licensed -and-

when referenced in the context of a Package, the quantity of Metric for which each

individual Package is licensed; and

1.3 “Metric” means:

a) when referenced in the context of a Named User, the individual Named User

category and type (and corresponding Named User definition setting for such

Named User’s Use rights) as further described in Section Error! Reference

source not found.; and

b) when referenced in the context of a Package, the individual business metric

corresponding with each Package as further described in Section Error!

Reference source not found..

1.4 “Named User” means any individual authorized by Customer to Use a Package,

including without limitation employees of its Affiliates or its Business Partners.


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1.5 “Named User License” means the Metric and Licensed Level applicable to each Named

User.

1.6 “Order Form” shall mean the order document for the Named Users and Packages

licensed under the Agreement, including order documents placed directly with SAP or

through an authorized reseller, distributor, OEM or other authorized partner of SAP.

1.7 “Package License” means the Metric and Licensed Level applicable to each Package; a

Package License for any Package referenced in Exhibit 3 shall include, and be subject to,

the specific terms and Use rules applicable to such Package.

1.8 “Use" means to activate the processing capabilities of the Software, load, execute,

access, employ the Software, or display information resulting from such capabilities. Use

may occur by way of an interface delivered with or as a part of the Software, a Customer

or third-party interface, or another intermediary system.

2. STANDARD LICENSE PRINCIPLES AND RULES OF USE

2.1. Named User License & Package License Required

2.1.1 Except as otherwise specifically provided in 3.2, 5.3 and 7 the use of any Package

requires both a Named User License and a Package LicenseCustomer. Customer needs

to hold a Named User License for any individual accessing any Package, and such

Named User License shall define the extent to which such individual may use the

Package, such use of the Package in all cases being further subject to the Package

LicenseNamed User Licenses cannot be assigned to more than 1 individual.

2.2 Named User Exception

2.2.1 Where data is exported from any licensed Software (excluding all SAP Business

Warehouse Software and/or third party databases) to Non-SAP Application(s) pursuant to

a predefined query that

a) was created by an individual licensed to Use the Software from which the data is being

exported and

b) runs automatically on a scheduled basis,

the use of such data by Non-SAP Application(s) or their users does not require a license

hereunder provided such use does not result in any updates to or trigger any processing

capabilities of any licensed Software. “Non-SAP Application(s)” means any technologies,

other than licensed Software, for which Customer has secured an appropriate license

from an entity other than SAP, SAP SE, or any of their Affiliates or distributors.

2.3 Named User Exception

Individuals licensed as SAP Business One users who Use the SAP Business One Software which interfaces to a separate Customer SAP ERP installation are not required to be licensed as SAP Named Users under Customer´s Software Contract with SAP or an authorized SAP affiliate for such SAP ERP System.

2.4 Additional Named User Rules for SBOP and Legacy SBOP Software Not Licensed

For Standalone Use

2.4.1 “SBOP” and “Legacy SBOP” shall mean any Software identified as SBOP or Legacy

SBOP, respectively in these Use Terms. Unless otherwise specifically set forth herein, all

references to “SBOP” shall be deemed to include any licensed Software identified under


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any Software Agreement as “Legacy SBOP”; however, references to “Legacy SBOP” shall

only mean any licensed Software specifically identified as “Legacy SBOP” on Exhibit 1.

Any licensed Legacy SBOP may only be used by individuals licensed as a Developer

User, Business Expert User, Business Analytics Professional User, BI Limited User, or

Business Information User, and such use shall be in accordance with each individual’s

respective Named User type (and subject to the applicable Licensed Level(s) for such

Software).

2.5 Runtime Software

2.5.1 Licensed Package(s) may utilize limited functionality of other Packages, for which

Customer does not hold a license (“Runtime Software”). Until Customer has expressly

licensed the Runtime Software, Customer´s use of such Runtime Software is limited to

access by and through the licensed Package(s), and any permitted Modifications thereto

for the sole purpose of enabling performance of the licensed Package(s) and integrating

data from licensed SAP Software as specified in the Documentation. In the event

Customers Uses a Package to build or operate a custom developed or third party

application, additional licenses may be required.

2.6 Country or Language Versions and Availability Restrictions

2.6.1 There are no applicable country/language specific versions licensed by Customer from

SAP unless otherwise specifically stated in a Software Agreement. Packages may be

subject to availability restrictions. Information about such restrictions including country

availability, supported languages, supported operating systems and databases may be

provided through the Product Availability Matrix (PAM) published at

https://support.sap.com/pam or otherwise included in the Documentation.

2.7 Internet Connectivity

2.7.1 Some Packages require connection to the internet in order to properly function. Customer

is responsible for obtaining internet connectivity and SAP will not be responsible for loss

of functionality due to failure of internet connectivity.

2.8 Third Party Web Services

2.8.1 Some Packages enable connection to Third Party Web Services. For the purposes of

these Use Terms, “Third Party Web Services” means

a) any and all web services made available by third parties (other than SAP, SAP SE or

any of their affiliated companies) that are accessible through or enabled by the

Software or SAP Materials, and

b) any and all application programming interfaces, web service definition files, and other

materials made available by or on behalf of such third party web service providers to

facilitate the access to and use of such web services.

Examples of Third Party Web Services include: Facebook, Evernote, Twitter, Google

Maps and other such services

2.8.2 The following terms apply to all Third Party Web Services

https://support.sap.com/pam


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a) Customer is solely responsible for obtaining all account and authentication credentials

required to access or use the Third Party Web Service’s API or the Third Party Web

Service.

b) Use of the Third Party Web Service’s API is subject to Customer´s acceptance of the

Third Party Web Service’s terms and conditions, which must be obtained from the

Third Party Web Service provider. SAP is not a party to the agreement between the

Customer and the Third Party Web Service provider.

c) The Third Party Web Service’s API and the Third Party Web Service are excluded from

SAP support obligations.

d) The Third Party Web Service’s API and the Third Party Web Service are excluded from

all SAP representation, warranties, indemnifications.

e) Customer expressly agrees to indemnify SAP, its officers, employees, agents and

subcontractors from and against all claims, liabilities, losses, damages and costs

(including reasonable attorney fees) suffered by SAP arising from the use of any Third

Party Web Services by Customer or its Affiliates.

f) SAP may throttle, suspend or terminate the Customer´s access to the Third Party Web

Service’s API through the Product if Customer violates or causes SAP to violate Third

Party Web Service provider’s terms of service or other applicable Third Party Web

Service provider agreements or policies (including, without limitation, exceeding any

data or usage limits).

2.9 Operating Power Stations and Means of Mass Transportation

Software may not be used for process control in power stations or for control or

monitoring of means of mass transportation.

2.10 Add-Ons and Modifications

“Add-on” means any development that adds new and independent functionality, but is

not a Modification (defined below), and that uses APIs.

“API” means application programming interfaces or other code that allow other software

products to communicate with or call on the Software or Cloud Service (for example, SAP

Enterprise Services, BAPIs, Idocs, RFCs and ABAP calls or other user exits).

“Modification” means any development that (i) changes the delivered source code or

metadata; or (ii) uses APIs but does not add new and independent functionality and only

customizes, enhances, or changes existing functionality of the Software or Cloud Service.

For clarification: customizing and parametrization of Software or Cloud Service is not

considered a Modification but allowed within the contractually agreed Use.

“contractual” means provided to Customer in performance of a Software Agreement.

Customer may Use any API or tools contained in the contractual SAP Software or

otherwise obtained from SAP in order to develop or use Modifications or Add-Ons, subject

to Customer´s fulfilling its obligations set forth in this section 1.2.8 in relation to

Modifications and/or Add-Ons. For clarification: Any Modifications or Add-Ons developed

by SAP or any of the SAP Affiliates on behalf of End User or as a product are exclusively

subject to the provisions of the respective agreement and not subject to the provisions of

this section 1.2.8 below.


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a) Except as otherwise agreed and except as expressly required by law or expressly

permitted in this section 1.2.8 Customer shall not create, use, or make available to any

third party any Modification of or Add-On to the contractual SAP Software.

Modifications may only be made in relation to contractual SAP Software delivered by

SAP in source code.

b) End User is responsible for any deficiencies in the running, security or performance of

the contractual SAP Software and other programs, and in communications between the

contractual SAP Software and other programs ("Deficiencies") caused by Modifications

or Add-Ons to the contractual SAP Software. SAP points out that Add-Ons to and even

minor Modification of the contractual SAP Software may lead to unpredictable and

significant Deficiencies. Such Deficiencies may also arise because of an Add-On or

Modification not being compatible with later versions of contractual Software. SAP is

entitled to change the SAP Software, APIs, or both without care for the compatibility of

any Modification or Add-On that End User uses with any later version of the SAP

Software.

c) In addition, SAP is neither responsible for Deficiencies caused by Modifications or Add-

Ons to the contractual SAP Software nor obliged to provide remedies under warranty

or other obligations in relation to Deficiencies caused by Modifications or Add-Ons to

the contractual Software. SAP is not obliged to provide any contractually agreed SAP

Support services if and to the extent, the provision of such SAP Support is aggravated

because of Modifications or Add-Ons to the contractual SAP Software. SAP

recommends that End User registers via SAP’s registration procedure at

http://support.sap.com/sscr such Modifications or Add-Ons in order to help SAP to

identify the reason for possible support issues.

d) These Modifications and Add-Ons must be used only together with the contractual

Software and only in accordance with the license to use the Software granted in the

Software Contract. SAP retains the right to develop its own Modifications or Add-ons to

the SAP Software but SAP is not entitled to copy Customer´s software code.

Modifications or Add-Ons must not (and subject to other limitations set forth herein):

enable the bypassing or circumventing of any of the restrictions set forth in the

Agreement and/or provide Customer with access to the SAP Software in excess of

Customer´s use rights duly obtained nor render or provide any information concerning

the SAP Software. Customer covenants not to assert against SAP or any SAP Affiliate

any rights in any

i) Modifications or Add-Ons, or

ii) other functionality of the SAP Software accessed by such Modifications or Add-Ons.

2.11 Import / Export

Any software (including patches, fixes, updates, upgrades and new versions of software),

documentation, services and/or materials (altogether referred to as “Items”) delivered by

SAP under this Agreement are subject to the export and import control laws of various

countries, including, without limitation, the laws of the United States, the EU, Ireland,

Germany and Switzerland.

Customer acknowledges that the delivery of any Items by SAP may be subject to the prior

obtaining of export and/or import authorizations from the competent authorities and that


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this process may considerably delay or prevent the delivery and/or impact SAP’s ability to

provide maintenance and support.

Customer shall support SAP in obtaining any required authorization by providing

information and/or declarations, e.g. End Use Certificates, as may be requested by SAP.

Customer shall be responsible for complying with all applicable governmental regulations

of the country where Customer is registered, and any foreign countries with respect to the

use of the Items by Customer and/or its Affiliates.

At Customer’s request, SAP shall provide Customer

a) with the export control classification numbers of any Items delivered under this Agreement, in accordance with the EU Dual Use Regulation 428/2009/EC, as amended by Regulation 388/2012/EU; and

b) the US Export Administration Regulation; and

c) technical information as may required by Customer for the purpose of export and import licensing procedures in other countries; provided that SAP may refuse the provisioning of such information:

where it is not readily available to SAP; and or

where SAP believes, in its sole discretion, that disclosure of such information may put

SAP’s or any of SAP’s licensors’ intellectual property and/or trade secrets at risk.

Customer agrees that it will not submit the Items to any government agency for licensing

consideration or other regulatory approval without the prior written consent of SAP, and

will not export the Items to countries, persons or entities prohibited by the laws of

Switzerland, Germany, the EU, the US and other applicable export laws, trade sanctions

and embargoes.

3. Exceptional License Principles And Rules of Use for Special License Scenarios

3.1. This Section 3 applies to the following special license scenarios (“Special License

Scenarios”), and prevails over any contradicting terms in Section

3.2 Standalone Use

3.2.1 Software is licensed for Standalone use if identified as such in the applicable Software

Agreement. “Standalone Use” means the Software (and any corresponding Third Party

Software) identified as Standalone Use that may only be Used with any other Software or

Third Party Software with the same Standalone Use designation in the applicable

Software Agreement from SAP, or an authorized reseller, distributor or other authorized

partner of SAP or non-SAP branded software licensed from third parties.

3.2.2 For avoidance of doubt, all Software licensed under a Restricted License or by an SAP

acquired entity prior to its legal integration with a successive SAP entity is deemed

licensed for Standalone Use only.

3.3 Standalone Use of Legacy SBOP Software

3.3.1 Use of Legacy SBOP licensed for Standalone Use does require a Named User License in

addition to the Package License for the actual r Legacy SBOP, SBOP Software licensed

from any resellers, distributors, OEMs or other third parties may be Used solely for

Standalone Use, unless otherwise agreed by SAP in writing in the applicable Software

Contract.


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The only Named User types authorized to use Legacy SBOP licensed for Standalone Use

are SAP Application Standalone Business Analytics Professional User, SAP Application

Standalone BI Limited User, or SAP Application BI Viewer User, and such use shall be in

accordance with each individual’s respective Named User type (and subject to the

applicable Licensed Level(s) for such Software).

3.4 Restricted License

3.4.1 If Customer acquired the Software bundled or otherwise provided in combination with or

for use with a third party product (“OEM Application”) from a third party, Customer has

acquired a Restricted License. Customer may use each licensed copy of the Software

only in conjunction with the OEM Application with which it was provided. Accessing data

that is not specifically created or necessary to enable the functionalities of the OEM

Application is in violation of this license. If the OEM Application requires the use of a data

mart or data warehouse, the OEM Apllication may be used with the data mart or data

warehouse only to access data created or necessary to enable the functionalities of the

OEM Application. Restricted Licenses may not be combined with unrestricted licenses.

3.5 Subscription License

Unless otherwise agreed in writing , if the Software is licensed on a subscription basis,

Customer is granted a non-exclusive and non-transferable license to use the Software for

a month term, renewable annually at Licensor’s then current rate or such other term as

mutually agreed in writing by the parties.

3.6 Development License

3.6.1 Unless otherwise agreed in writing , if Customer receives a development license,

Customer may use the number and type of licenses acquired only to develop or test such

developments. A development license cannot be used in or transferred to a production

environment.

3.7 Update License

Unless otherwise agreed in writing , if Customer receives the Software as an update to a

previously licensed product, Customer´s license to use the Software is limited to the

aggregate number of licenses Customer has acquired for the previous product. If

Customer chooses to use the Software and the previous product simultaneously, the

aggregate number of licenses used to access the Software and the previous product may

not exceed the aggregate number of licenses Customer acquired for the previous product.

3.8 N.A.

3.9 N.A.

3.10 SAP Business One Software

3.10.1 Additional terms and conditions related to the licensing of SAP Business One Software,

including applicable Metrics and Package restrictions, are stated in Exhibit 6. Use of third

party database products with SAP Business One may be subject to additional terms and

conditions required by SAP’s suppliers. as set forth in Exhibit 4(Pass-Through Terms for

Third Party Databases).

4. System Audit And Measurement / Additional Licenses


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“contractual” in Section 4.1 means provided to Customer in performance of a Software

Agreement.

4.1 Customer must give SAP prior written notice of any use of the contractual SAP Software

outside the contractually permitted use. It requires its own contract with SAP with regard

to the additional license required (“Additional License”). The Additional License is subject

to the provisions of the LPC in force at the time of the execution of the Additional License.

SAP is permitted to audit the usage of the licensed SAP Software (in general once a year)

by system measurement in accordance with SAP standard procedures (described under

4.3). Customer will conduct the measurement itself using the unaltered tools and self-

declaration forms provided by SAP for that purpose. The self-declaration form is to be

completed independently of technical measurement function modules. The result of the

measurement is to be transmitted online via the respective interfaces from Customer´s

system(s) to SAP, or in a machine-readable format. Applying the multi-client concept for

user classification shall only be permitted on an exceptional basis and is subject to prior

approval by SAP in written form.

SAP is permitted to conduct the audit remotely if Customer refuses to conduct the

measurement itself, or if it does not produce meaningful results and there are reasonable

grounds to suspect a breach or infringement by Customer. In exceptional cases, SAP is

permitted to conduct the audit at Customer´s installations if Customer refuses to allow the

remote audit or if it does not produce meaningful results and there are reasonable

grounds to suspect a breach or infringement by Customer. Customer must cooperate

reasonably with SAP in the conduct of audits remotely and at Customer´s installation and

must, among other things, afford SAP insight into its systems to the required extent. SAP

will give Customer reasonable prior notice of an audit to be conducted at Customer´s

installation. SAP will have reasonable regard to the interests of Customer´s confidentiality

and to the protection of Customer´s business operations from compromise. If an audit

reveals any breach by Customer, Customer must bear the reasonable expense to SAP of

conducting the audit.

4.2 If it becomes apparent in an audit or otherwise that Customer has used the contractual

SAP Software outside the Software Agreement, SAP and Customer will execute an

Additional License. In those circumstances, SAP reserves the right not to give any agreed

discount except the quantity discount in the LPC. Section 4.1 sentences 2 and 3, apply.

SAP reserves the right to claim damages and to claim late payment interest.

4.3 The then current Documentation for the Standard procedures for verification is provided

by SAP under:

https://support.sap.com/keys-systems-

installations/measurement/information/Documentation.html

https://support.sap.com/keys-systems-installations/measurement/information/Documentation.html

https://support.sap.com/keys-systems-installations/measurement/information/Documentation.html


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METRICS

5. NAMED USER PRINCIPLES AND METRICS

5.1 Named User Principles

5.1.1 Except as otherwise specifically provided, only appropriately licensed Named Users may

use a Package, and such use shall be subject to the Named User License ,the “Package

License”, and the Software Agreement, unless otherwise set forth in Exhibit 3. The

transfer of a Named User License from 1 individual to another may only be done if the

individual to which the Named User License is assigned:

a) is on vacation;

b) is absent due to sickness;

c) has their employment terminated,

d) is moved into a new job function which no longer requires them to use any Packages

or

e) is subject to a condition that is otherwise agreed by SAP.

5.1.2 Important Note for Customer´s with contracts from June 2014 and earlier. Such Customer´s

may have licensed 1 of the following previous user types: mySAP.com Users, SAP

Business Suite Users, SAP ERP Users, Individual SAP solutions Users. Such Customers

do not have the right to license SAP Named Users.

5.1.3 Customers that have already licensed one or several of the above user types and/or SAP

Application Users are permitted to license additional quantities of the same user types,

SAP BA&T Users. The preceding regulations do not apply for Limited Professional Users.

5.2 Named User Metric – Categories, Types and Corresponding Definitions

5.2.1 Named User Metrics, including categories, types and corresponding definitions, are stated

in Exhibit 2.

5.3 Named User Exceptions

5.3.1 Suppliers:

When accessing the following SAP Software Packages, suppliers do not require Named

User licenses:

a) SAP Advanced Trade Management Analytics,

b) SAP Advanced Trade Management Analytics, version for SAP BW/4HANA,

c) SAP Customer Business Planning,

d) SAP Customer Business Planning, version for SAP BW/4HANA,

e) SAP Extended Sourcing,

f) SAP Extended Procurement,

g) SAP Supplier Self Services,

h) SAP Supplier Lifecycle Management,

i) SAP SRM Rapid Deployment Edition,

j) SAP Supplier Collaboration,


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k) SAP Customer Collaboration,

l) SAP Outsourced Manufacturing,

m) SAP Trade Promotion Planning and Management,

n) SAP Trade Promotion Planning and Management, version for SAP BW/4HANA,

o) SAP Subcontractor Management for Consumer Products,

p) SAP Procurement for Public Sector,

q) SAP Supplier Relationship Management & Logistics for Health Care.

5.3.2 Business Partners: When accessing the following SAP Software Packages, Business Partners do not require Named User Licenses

a) SAP Contract Lifecycle Management

5.3.3 Employees: When accessing the following SAP Software Packages, Employees do not require Named User Licenses:

a) SAP IT Service Desk Operation.

5.3.4 Appraisers: When accessing the following SAP Software Package(s), appraisers do not require Named User Licenses:

a) SAP Supplier Lifecycle Management

5.3.5 Consumers/orConstituents: Individuals who are not employees of Customer or Customer`s Business Partners and who purchase or receive goods and/or services from Customer do not require Named User licenses unless otherwise regulated.

6. PACKAGE PRINCIPLES AND METRICS

6.1 Package Principles

6.1.1 Each Package is licensed based upon the Metric applicable to it, and in no case may use

of a Package exceed the License Level for which the Package is licensed.

6.2 Package Metrics – Types and Corresponding Definitions

6.2.1 Package Metrics, including types and corresponding definitions, are stated in Exhibit 2.

7. PACKAGE SPECIFIC TERMS / USE RULES

7.1 Package Licenses

7.1.1 A Package License for any Package referenced in Exhibit 3 shall include, and be subject

to, the specific terms and Use rules applicable to such Package as outlined in Exhibit 3.

7.2 Applicability

7.2.1 This Section 7.2.1 applies to any Third Party Software Package (including, without

limitation, databases) as well as for Third Party Software as part of a Package, both

licensed pursuant to a Software Agreement respectively and control over any conflicting

terms set forth in the GTC, subject to the following exception: The provisions herein on

SAP’s liability for Third Party Software are not applicable. The relevant provisions of the

GTC apply exclusively. All Third Party Software Packages are restricted for use solely in

conjunction with the particular Package intended by SAP to be used therewith or with

which SAP provides the Third Party Software Package, and Third Party Software

Packages may not be used with any other Package, or on an individual basis. Unless


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otherwise specifically provided in Section 7 of the Use Terms, any use of the Third Party

Software Packages (whether productive or non-productive) shall count against the

Licensed Level for any applicable Metric.

7.3 Exceptions from GTC for Third Party Software Packages

7.3.1 Section Modification / Add-on of the GTC shall not apply to any Third Party Software Packages unless otherwise set forth. Customer shall not make Modifications or Add-ons to Third Party Software Packages, or otherwise modify Third Party Software Packages unless expressly authorized by SAP in writing.

7.4 Limitation of Liability

7.4.1 ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, WITH RESPECT TO ANY AND ALL CLAIMS AND DAMAGES OF ANY KIND OR NATURE IN ANY WAY ARISING FROM OR RELATED TO THE THIRD PARTY SOFTWARE LICENSED PURSUANT TO AN SOFTWARE AGREEMENT REFERENCING THESE USE TERMS, UNDER NO CIRCUMSTANCES SHALL SAP OR ITS LICENSORS BE LIABLE TO EACH OTHER OR ANY OTHER PERSON OR ENTITY FOR AN AMOUNT OF DAMAGES IN EXCESS OF THE PAID LICENSE FEES FOR THE APPLICABLE THIRD PARTY SOFTWARE DIRECTLY CAUSING THE DAMAGES OR BE LIABLE IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR EXEMPLARY OR PUNITIVE DAMAGES.

8. DATABASES

8.1 Runtime Databases

8.1.1 If a runtime database is licensed and the Software Agreement does not exclude any Packages licensed thereunder from such runtime database license Customer may only use the runtime database licensed pursuant to a Software Agreement referencing Use Terms in conjunction with its use of the Packages licensed pursuant to such Software Agreement. In the event Customer Uses the licensed runtime database other than as specified in this paragraph, a full use license, including programming tools, must be licensed directly from an authorized vendor.

8.1.2 If a runtime database is licensed and the Software Agreement excludes certain Software Packages licensed thereunder from such runtime database license (“Excluded Components”), Customer may only Use the runtime database licensed pursuant an Software Agreement referencing use this present document in conjunction with its use of the Packages licensed pursuant to such Software Agreement that are not Excluded Components. In the event Customer Uses the licensed runtime database other than as specified in this paragraph, a full use license, including programming tools, must be licensed directly from an authorized vendor.

8.1.2.1 The Excluded Components may require a database product.

8.1.2.2 Neither the Software Agreement nor the Software Agreement contain a license to use any

database product, even where integrated or pre-installed as part of the Excluded

Components;

8.1.2.3 Each database product is subject to its respective vendor license agreement;

8.1.2.4 SAP makes no representations or warranties as to the terms of any license or the

operation of any database product obtained directly from a third party vendor; and

Customer


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8.1.2.5 Customer is responsible for support and maintenance of any database product obtained from a third party vendor, and SAP has no responsibility in this regard.

8.1.3 If a runtime database is not licensed:

8.1.3.1 The Packages licensed pursuant to an Order Form referencing these Use Terms may require a database product. Neither the Software Agreement nor the Software Agreement contain a license to use any database product, even where integrated or pre-installed as part of such Software and/or third party software;

8.1.3.3 Each database product is subject to its respective vendor license agreement;

8.1.3.4 SAP makes no representations or warranties as to the terms of any license or the

operation of any database product obtained directly from a third party vendor; and

Customer

8.1.3.5 Customer is responsible for support and maintenance of any database product obtained from a third party vendor, and SAP has no responsibility in this regard.

9. DATABASE DEPLOYMENT AN COMMUNICATION RIGHTS AND RESTRICTIONS

(SEGREGATED DATABASE LANDSCAPE):

9.1 The following shall apply where Customer:

a) licenses third party runtime database a “TPD” for Use with some, but not all, SAP

Software Packages(s) or Named User(s) that are SAV relevant for such TPD; or

b) licenses a TPD and any Package(s) having S/4 HANA in the Package name or

otherwise identified in the Agreement as an S/4 HANA Package.

9.2 Notwithstanding anything to the contrary in the Agreement, where some of the Software and third party software (excluding “TPD” licensed under the Agreement (“SW”) is licensed for Use with a TPD also licensed under the Agreement , and some SW is not licensed for Use with such TPD, the following deployment and communication rights and restrictions shall apply:

9.2.1 Deployment Rights & Restrictions

a) As referenced herein, “Technical Installation” means a deployment of SW running on

a unique database instance. Subject to any applicable SAP database license fees and

(terms for S/4HANA Packages) in these Use Rights, SW licensed for Use with such

TPD can be deployed in any of the following “Installation Types”:

i. “Type 1 Installation” means any Technical Installation upon which all SW

deployed is licensed for Use with, and is running on, such TPD;

ii. “Type 2 Installation” means any Technical Installation upon which all SW

deployed is licensed for Use with, but is not running on, such TPD; and,

iii. “Type 3 Installation” means any Technical Installation upon which none of the

SW, or only a portion of the SW, deployed is licensed for Use with such TPD, and

therefore a TPD is not deployed or running.

b) SW not licensed for Use with a TPD can only be deployed in Type 3 Installations and is

subject to any applicable SAP database license fees. The Technical Installation(s) for

each Installation Type must be separate from the Technical Installation(s) used for

other Installation Types.

9.2.2 Installation Communication Rights and Restrictions


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a) Between Type 1 Installation and Type 2 Installation: Bi-directional communication

(including data transfers) shall be permitted between SW or TPD in Type 1 Installations

and SW in Type 2 Installations.

b) Between Type 1 Installation and Type 3 Installation:

(iv) Database Level Communication: Communication (including data transfers) at the

database level shall be limited to a one-time productive transfer of data (“Initial Data

Load”) directly from TPD in Type 1 Installation to SAP HANA Software in Type 3

Installation. For purposes of clarification, unlimited transfers of data directly from TPD

in Type 1 Installation to SAP HANA Software in a separate, non-productive Type 3

Installation shall be permitted prior to conclusion of the Initial Data Load.

(v) Application Level API Communication: Bi-directional communication (including data

transfers) occurring via “Application Level APIs” is permitted. “Application Level

APIs” mean those application programming interfaces delivered as part of the licensed

SW, excluding all application programming interfaces/technologies when such

interfaces/technologies are used to communicate with or replicate data at a database

level.

c) Between Type 2 Installation and Type 3 Installation:

(vi) SAP HANA Level Communication: Communication (including data transfers) at the

SAP HANA Software level shall be limited to one-way transfers of data directly from

SW in Type 3 Installations to SAP HANA Software in Type 2 Installations.

(vii) Application Level API Communication: Bi-directional communication (including data

transfers) occurring via Application Level APIs is permitted.

d) Other than those database level communication (including data transfer) rights

permitted above, all communication (including data transfers) between any technology

and any TPD must occur exclusively through Application Level APIs and not directly

with such TPD.

10. STANDALONE USE FOR THIRD PARTY DATABASES

10.1 If a Software Agreement referencing these Use Terms includes a Standalone Use

restriction:

10.1.1 The Packages licensed pursuant to an Software Agreement referencing use this present

document may require a database product.

10.1.2 Neither the Software Agreement nor the Software Agreement contain a license to use any

database product, even where integrated or pre-installed as part of such Software and/or

third party software;

10.1.3 Each database product is subject to its respective vendor license agreement;

10.1.4 SAP makes no representations or warranties as to the terms of any license or the

operation of any database product obtained directly from a third party vendorCustomer

10.1.5 Customer is responsible for support and maintenance of any database product obtained

from a third party vendor, and SAP has no responsibility in this regard.

11. PASS-THROUGH TERMS


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11.1 Use of third party database products and directories may be subject to additional terms

and conditions required by SAP’s suppliers. as set forth in Exhibit 4, “Pass-Through

Terms for Third Party Databases” and Exhibit 5 “Pass-Through Terms for Directories”

respectively.

12. OPEN SOURCE SOFTWARE

Applicable specific conditions related to certain open source products made available by

SAP are part of the applicable product documentation and apply to Customer`s use of any

such open source products. The definition of open source can be found under

www.opensource.org/.

13. SAP BEST PRACTICES

13.1 Software Packages may be delivered with settings and master data that have been pre-

configured to address generalized requirements of a specific industry sector or country

(“SAP Best Practices”).

13.2 It is Customer`s responsibility to determine the feasibility of using SAP Best Practices as

a basis for its own customizations and parameterizations of the SAP Software in a

productive environment.

14. SAP TOOLS

14.1 The Software, particularly the ABAP Workbench and SAP NetWeaver, contains software

tools. Customer may only use these tools to program Modifications or to create Add-ons

to the SAP software in accordance with the Software Agreement. The tools may not be

transferred, either in whole or in part, into modified or created software.

15. FUNCTION MODULES

15.1 The Software may contain function modules, which are stored in a function library. Some

of these function modules carry a release indicator for transfer into modified or newly

created software. Only these function modules may be transferred by the Customer into

Modifications or Add-ons to the software. The function modules may not be modified or

decompiled unless otherwise permitted under the Software Agreement.

file://///www.opensource.org


21

Exhibit 1- Legacy SBOP Software

Legacy SBOP

Business Intelligence

SAP BusinessObjects BI Starter Package

SAP BusinessObjects BI Package (CPU)

SAP BusinessObjects BI Package (user)


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EXHIBIT 2 - NAMED USER METRICS AND PACKAGE METRICS

1. SAP NAMED USER – CROSS LINE OF BUSINESS

1.1 SAP Developer User is a Named User authorized to access the development tools

provided with the licensed Software for the purpose of making Modifications and/or Add-

ons to the licensed Software. The SAP Developer User also includes the rights granted

under the SAP Employee User.

1.2 SAP Learning User is a Named User solely authorized to access the specified learning

solutions on SAP's price list, provided that the Customer has licensed those learning

solutions.

1.3 SAP Professional User is a Named User authorized to perform operational related and

system administration / management roles supported by the licensed Software (excluding

SBOP) and also includes the rights granted under the the SAP Project User, SAP

Logistics User, SAP Industry Portfolio User, SAP Retail User, SAP Worker User and SAP

Business Partner User.

1.4 SAP Project User is a Named User authorized to perform 1 or more of the following roles

supported by the licensed Software (excluding SBOP):

a) project management, including project-related resource management, project-related

creation, change and display of quotation, order and billing in SAP ERP, accounting on

individual projects, creation of project-related purchase requests, purchase orders and

service entry sheets,

b) product and project related reporting,

c) managing projected-related revenues and expenses

d) viewing Accounts Receivable (A/R) General Ledger (G/L) postings,

e) controlling access and releasing product data and recipes in collaborative product

development scenarios,

f) viewing and approving changes through engineering records,

g) managing change through engineering records,

h) collaborating in cFolders and,

i) interfaces to 3rd party authorized authoring tools.

The SAP Project User also includes the rights granted under the SAP Manager Self-

Service User.

2. SAP NAMED USER – LINE OF BUSINESS

2.1 SAP Employee User is a Named User authorized to perform the following roles

supported by the licensed Software (excluding SBOP), all solely for such individual’s own

purpose and not for or on behalf of other individuals:

a) Use (excluding the right to modify and/or customize) standard and interactive reports

related to those SAP Employee User’s tasks listed in this definition only, and delivered

with the licensed Software,

b) travel planning / expense reporting self-services,


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c) perform procurement self-services, and

d) room reservation self-services.

The SAP Employee User also includes the rights granted under the SAP Learning User

and the SAP Employee Self-Service User.

2.2 SAP Employee Self-Service User is a Named User authorized to perform the HR self-

services role of

a) Employee time and attendance entry,

b) employee appraisals,

c) talent and skill profiles, and

d) profile match up supported by the licensed Software (excluding SBOP), all solely for

such individual’s own purpose and not for or on behalf of other individuals.

e) The SAP ESS User also includes the rights granted under the SAP Employee Self-

Service Core User.

2.3 SAP Employee Self-Service Core User is a Named User authorized to perform the

following HR self-services roles supported by the licensed Software (excluding SBOP), all

solely for such individual’s own purpose and not for or on behalf of other individuals:

a) employee records maintenance,

b) employee directory,

c) benefits and payment,

d) leave management and

e) E-Recruiting.

Further, an SAP Employee Self-Service (ESS) Core User is also authorized to access

“Non-SAP Content” that resides on Customer`s “SAP Portal”, so long as accessing such

Non-SAP Content does not require or result in any Use of the licensed Software (beyond

access to such Non-SAP Content as it resides on Customer´s SAP Portal). As used in this

ESS Core User definition,

i. “Non-SAP Content” means information created through no Use of the licensed Software

and

ii. “SAP Portal” means any portal created by Customer Using SAP Enterprise Portal

Software (as provided with the licensed SAP NetWeaver Software) which provides

appropriately licensed Named Users a common access point by which to Use licensed

SAP Software.

2.4 SAP Logistics User is a Named User solely authorized to perform the following tasks for

the applicable licensed Software (excluding SBOP):

a) Transportation Management: To look up a freight contract, tracking a certain

shipment and similar activities, update master data (rates, lanes, locations), manage

transportation request entries, transportation planning, responding to RFP (request for

proposal) for viewing and confirmation of events, charge calculation verification and

similar activities.

b) Warehousing: To confirm goods receipts and put away, deconsolidate goods upon

receipt, pick at pick points, manage stock movements including replenishment, perform


24

production staging and enter physical inventory counts, packing, or confirming VAS

(value added services) and perform scheduling activities for dock door appointments.

The SAP Logistics Users may access the Software through radio frequency mobile

devices.

c) Track and Trace: To view a serialized and/or any tracked object, such as querying its

current or past location or ascertaining product genealogy; to access product

traceability solutions, to report goods movement or view traceability reports, To view

the status of defined supply chain events, expected or unexpected, e.g. delayed

shipment of a sales order, change to a purchase order confirmation and to perform

confirmation of or changes to supply chain events, e.g. update a change to a

production order date or quantity.

d) Direct Store Delivery: To support capabilities in the Logistics Execution - Direct Store

Delivery backend that enables specific DIrect Store Delivery functionality for: Master

Data; Deal Conditions; Visit Control; Transportation Planning; Vehicle Space

Optimization; Loading Confirmation; Output Control; Reload; Stock Visibility; Route

Accounting.

e) Yard Logistics: To confirm arrival and departure of transports, plan yard activities,

perform pick-up planning, execute movements in the yard, perform washing and other

additional activities, docking and undocking at gates, record measurements, manage

stock in the yard and perform scheduling activities for dock door appointments.

For Customer employees, the SAP Logistics User also includes the rights granted under

the SAP Employee User

2.5 SAP Worker User is a Named User working in Customer´s production facilities or as a

maintenance worker who is solely authorized to perform 1 or more of the following roles

supported by the licensed Software (excluding SBOP):

a) display work instructions, and document activities and operations,

b) confirm goods receipts, goods issues, stock movements and completion confirmations

into maintenance work orders,

c) enter production order confirmations,

d) record product or production information, e.g. quality inspection results or

plant/process/equipment data,

e) enter production issues and related service requests,

f) submit purchase requisitions for tools, spare parts for production equipment, etc.

g) confirm maintenance notifications,

h) enter service requests and service entry sheet,

i) any maintenance activities, reporting or dash-boarding related to the items set forth

above.

The SAP Worker User also includes the rights granted under the SAP Employee User.

2.6 SAP Business Partner User is a Named User who is an employee of a Business Partner

accessing the licensed Software (excluding SBOP) solely to perform operational related

tasks within standard business-to-business scenarios.

2.7 SAP Manager Self-Service User is a Named User authorized to perform 1 or more of the

following manager self-services roles:


25

a) request administrative changes using processes and forms contained within Human

Capital Management,

b) create requisition requests and candidate assessments,

c perform talent assessments and appraisals,

d) plan and approve compensation,

e) view budget overviews,

f) organize project management tasks,

g) perform planning tasks,

h) approve travel requests and expenses, and

i) perform HR and procurement workflow tasks related to the manager’s direct report or

business unit/department.

These roles must be directly related to the employees and business unit/department for

which the manager is responsible, supported by the licensed Software (excluding SBOP),

and related to Human Capital Management only. The SAP Manager Self-Service User

also includes the rights granted under the SAP Employee User.

3. SAP NAMED USER – INDUSTRY

3.1 SAP Industry Portfolio User is a Named User solely authorized to access the specified

industry packages on SAP's price list, provided that Customer has licensed those

packages. The SAP Industry Portfolio User is not entitled to access other SAP solutions

or solution components. The SAP Industry Portfolio User also includes the rights granted

under the SAP Employee User.

3.2 Customer must license External business partners in the Insurance industry collaborating

with the Customer as SAP Industry Portfolio Users. Those business partners are not

entitled to access other SAP solutions or solution components besides the specified

industry packages.

3.3 SAP Retail User is a Named User working in Customer´s retail store as an associate who

is solely authorized to perform non-managerial retail store / point-of-sale related roles

supported by the licensed Software (excluding SBOP) and also includes the rights

granted under the SAP Employee User.

4. SAP NAMED USER - PLATFORM USER

4.1 SAP Platform User is a Named User authorized to Use licensed Software through a

separate SAP, Partner, or Customer application that connects to and/or communicates

with SAP Software through published SAP application programing interfaces. License

requirements for Netweaver products and / or Third Party Software remain unaffected.

License requirements for Netweaver products and/or Third Party Software remain

unaffected.

Remaining Metrics

Remaining Metrics – A

5. ASSETS


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5.1 Assets are master records defined for pieces of equipment that the Customer has

identified in their system, as being critical to their operations that will be modelled and

monitored by the software. An equipment master record can be configured as a single

item (e.g. a crane), or as a “multi-part equipment” (which could have, e.g., 100 drilling

machines in inventory), in both cases only 1 equipment master record is counted for

pricing.

5.2 Assets under management of the insurance company which uses the product is the sum

of all relevant financial assets as disclosed in the latest annual statement of the insurance

company in a fiscal year.

If Customer does not disclose a comprehensive annual statement, Customer must report

the respective information to SAP on an annual basis..

If the product is licensed only for a subdivision of the insurance company the respective

license contract requires an explicit definition.

For non-Insurance companies, the revenue of the company is used as the basis for the

calculation of the price.

Remaining Metrics – B

6. BARREL OF OIL EQUIVALENT PER DAY (BOEPD)

6.1 Barrel of Oil Equivalent per Day (BOEPD) is a unit of measure used in the oil and gas

industry that allows aggregating the produced, scheduled or sold quantities of

hydrocarbons from both conventional and unconventional sources over the prior 12 month

consecutive months.

7. BUDGETS

7.1 Total annual budgets are the total annual public sector budgets of the SAP Customer (i.e.

agency, institution, program or department) based on current budget period.

8. BUSINESS PARTNERS

8.1 Business Partners are natural persons, a group of persons, or a legal entity that has any

kind of a business relationship with a company or a public sector agency. The number of

Business Partners counted for pricing the solution is limited to the context of the Software

being licensed.

8.1.1 For online application submission management: Business partners is defined as:

Business partners is defined as:

• For banking customers as the number of customers with financial transactional data

within the last 2 years.

• For insurance customers as the number of insurants

• For Public Sector customers as citizens

Remaining Metrics - C

9. CASH FLOWS


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9.1 Cash flows are the total number of cash flow transactions (payment or receipt) processed

by the application per day. (Note that for receipts there would usually be 2 cash flow

transactions, i.e. expected receipt and actual receipt). The max. number of cash flows per

day is the basis for the measurement.

10. CONTACTS

10.1 Contacts are number of unique records of customers, prospects, employees, business

partners, constituents and/or commission recipients processed within the Software.

11. CONTRACTS

11.1 Contracts are the contracts (used in all functions including procurement, sales, legal,

partner management, HR, real estate, and all other functions of the organization.) the

company plans to address within the application

11.1.1 For Utility Industry: Contracts are agreements between a utility company and a business

partner to provide services to the business partner. Thereby a separate contract has to be

set up for each service provided, for which the utility company has a legal contract with its

customer (e. g. a utility company provides a business partner with electricity, area lighting,

gas, and district heating, thus four separate contracts have to be set-up). All contracts

stored in the system with an ending date later or equal to the system date are taken into

consideration.

For the sectors below the following division categories of the SAP Utilities system need to

be considered:

Energy:

• Electricity

• Gas

• District heating

• Waste Management

• Mutual help

• For all sectors

Water:

• Water

• Waste Water

11.1.2 For prepayment for utilities for SAP S/4 HANA:

Contracts contain all utility contracts which are operated via prepayment.

11.1.3 For Banking Industry:

Contracts are made by a bank with natural persons (retail) or legal persons

(commercial). A contract can be e.g. an account, a term deposit, a loan, an OTC-

derivative, an FX forward, a money market transaction or a position in exchange-traded

instruments. Accounts and loans managed in external systems, included in a master


28

contract, part of a collateral agreement or set-up for tax calculation are to be taken into

account. In the context of refinancing, only managed contracts classified as available

assets are to be licensed.

Contracts include:

• loans or mortgage products

• deposits, savings or current accounts (including internal accounts)

• Derivatives, which are financial instruments whose value is based on another security

• Securities transactions, e.g. spot plus forward deals, money marked/foreign exchange

transactions, etc.

• Contracts for leasing are operational, finance, capital leases, hire purchases, loans

and/or other contracts which are processed in the solution

• Contracts for refinancing can additionally be credit cards, drawings in a syndicate loan

or trade receivables.

11.1.4 For SAP S/4HANA for financial products subledger, banking option

Contracts are agreements between a bank with a natural or legal person. Contracts may

be included in a master contract or be part of a collateral agreement. Measurement

process depends on the financial instrument of the banking business:

a) Loans or mortgage products, (time) deposits, (internal) accounts such as cash

accounts or checking accounts; derivatives traded OTC such as swaps, forward deals,

money marked/foreign exchange transactions, securities traded OTC such as bonds,

that are received by or transmitted through the application are counted per contract.

b) Exchange traded financial instruments (shares, bonds, futures, options, warrants)

related to such securities, that are received by or transmitted through the application

are counted by applying a factor of 0.2 to convert the number of transactions into the

number of contracts (5 transactions equate to 1 contract).

c) Imported subledger documents are counted by applying a factor of 0.2 to convert the

number of subledger documents into the number of contracts (5 imported subledger

documents equate to 1 contract).

12. CORES

12.1 Cores are the number of cores in CPUs that are available for use by the licensed

software.The number of Core licenses must be an integer. When counting physical Cores,

each Core of a physical CPU that runs at least parts of the licensed software, including

those that are temporarily assigned or scheduled to cover peak processing, is considered

and counted.

When counting virtual Core’s, each virtual Core that runs at least parts of the licensed

software, including those that are temporarily assigned or scheduled to cover peak

processing, is counted.

If the licensed Software will run in a pure virtual environment, physical Cores will not be

counted. For purposes of clarification, “Core” as defined in this metric definition is different

from “core” as referenced in the metric definition for any Software licensed on a CPU

basis (if any), and therefore is not applicable in that context.

13. COSTS


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13.1 Asset retirement obligation cost estimations are the volume of the cost estimations

which are handled in the solution. The cost estimation volume is equal to the total of the

settlement values (expected costs at the estimated retirement date) of all cost estimation

items of the cost estimation plans of all asset retirement obligations, which are handled by

SAP Asset Retirement Obligation Management.

If the Customer is using more than 1 accounting principle, the cost estimation volume is

calculated separately for every accounting principle. The maximum of these values will be

used for pricing. The cost estimation volume is determined based on the volume, which is

valid at the fiscal year end date. Only asset retirement obligations, which are active at this

date, will be considered.

13.2 Costs of goods sold are all expenses directly associated with the production of goods or

services the company sells (such as material, labor, overhead, and depreciation)

annually. It does not include selling, general and administrative expenses or research &

development. If cost of goods sold is unknown, then it shall be equal to 70% of total

company revenue.

13.2.1 For Service Parts Planning:

“Costs of goods sold” refers to the inventory value for the service parts business.

Remaining Metrics – D

14. DATABASE SIZES

14.1 Gigabyte database sizes are database sizes of the productive systems and are

calculated individually for each system (i.e., each ERP, BI and CRM system).

14.2 1.5 Terabyte accumulated database sizes are the database sizes of all productive SAP

systems where the Customer uses SAP Landscape Transformation.

15. CUSTOMERDEVICES

15.1 Devices are all pieces of equipment or hardware for which a unique account is managed

by the Software, including but not limited to: a gateway, terminal, point of sale terminal,

notebook, handheld, tablet, PDA, smartphone, internet connected television, scale

devices, devices installed in a vehicle (on-board units) or other networked devices.

15.1.1 For SAP Customer Checkout:

Devices are devices, or mobile devices for mobile point of sales applications or mobile

devices for merchandise applications or scale devices for scale applications.

16. DOCUMENTS

16.1 Documents are single instances of the output data files generated by the product

annually.

16.1.1 For SAP Document Compliance:

Documents mean electronic documents transmitted or received by or through the

product annually. Examples of documents are: customer invoice, vendor invoice, credit


30

memo, purchase order, dispatch advice, transport document, transport registration

request, invoice registration request, document summary, tax certificate, tax report.

16.2 For SAP solutions by OpenText:

Documents are single instances of the data file processed by the product annually as

counted by the solution. Examples of documents are: invoices, sales orders, order

confirmations and remittance advices.

16.2.1 For S/4HANA for waste and recycling by PROLOGA:

SAP counts as Documents:

a) a record that represents a day order for waste disposals processed by this solution;

and/or

b) additional disposal documents processed by the solution.

16.3 Public Documents are defined as any object that can execute fully on the SAP

BusinessObjects BI Platform. This includes: Web Intelligence document, Crystal Report,

Explorer information space, Analysis for OLAP workspace, Dashboard, Design Studio

template, Lumira document.

16.4 Documents for SAP Digital Access and/or Documents for SAP S/4HANA Digital

Access (Documents are defined below and categorized within the following Document

Types):

16.4.1 Sales Document is:

a) a line item record that represents the material and/or service being sold or quoted;

and/or

b) a record that represents an individual order/release against a scheduling agreement

which indicates the material and/or service being sold.

16.4.2 Purchase Document is:

a) a line item record that represent the material and/or service being ordered or

requested; and/or

b) a record that represents the release against a scheduling agreement which indicates

the material and/or service being procured.

16.4.3 Invoice Document is a line item record that represents the material and/or service being

billed. For SAP S/4HANA Digital Access only, an Invoice Document shall also include a

line item record that represents a description of the material being purchased, including

the material name, number and quantity of the material.

16.4.4 Manufacturing Document is:

a) a record which represents the production-related details associated with manufacturing

a material, including: the type, quantity and color of what to produce, when to produce

it, where to produce it and/or other distinguishing characteristics; and/or

b) a record that represents a confirmation which indicates the status of the processing

activities associated with manufacturing orders.

16.4.5 Material Document is a line item record that represents a specific material being

received, issued or transferred to, from or within a storage location or plant.


31

16.4.6 Quality Management Document is:

a) a record that represents the details of a nonconformance being reported including the

information required for problem solving; and/or

b) a record that represents results of an inspection.

For S/4HANA Digital Access only, a Quality Management Document shall also include a

record that represents the details of a nonconformance.

16.4.7 Service & Maintenance Document is:

a) a record that represents the details of work to be performed including the information

needed to plan, execute and bill for a service or maintenance request; and/or

b) a record that represents the details of a problem being reported including the

information required for problem solving; and/or

c) a record that represents the status of the processing associated with service orders

and maintenance orders; and/or

d) a record that represents a claim by a customer for repair or replacement or

compensation for under-performance, pursuant to terms in a warranty/quarantee

document.

16.4.8 Financial Document is a line item record that represents accounting information in a

financial journal.

16.4.9 Time Management Document is:

a) a record that represents an employee’s time worked and assigned to business related

objects; and/or

b) a record that represents deviations from an employee’s assigned work schedule and/or

pay rate.

Remaining Metrics - E

17. EMPLOYEES

17.1 Employees are individuals, working for a company or legal entity that is licensing the

functionality of the package as well as individuals working for their Affiliates regardless of

employment status (e.g. part time, full time, leave of absence or contract worker).

17.1.1 For SAP S/4 HANA Defense & Security

Employees are the numbers of full time equivalents (FTE) employed in the organization –

including military and civilian personnel & reserve. They are calculated as

Weighted Size = Military Personnel x 1.0 + Reserve x 0.5 + Civilian x 0.5

18. ENTITIES

18.1 Entities are the total number of legal entities that have to be incorporated into the

financial account closing activity.


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Remaining Metrics - F

19. FLAT FEE

19.1 Flat fee is the fixed package license fee for the software.

Customer

Remaining Metrics - G

20. GIGABYTES

20.1 Gigabytes (GB) refer to the storage capacity equivalent to 10243 bytes.

Remaining Metrics - H

Remaining Metrics - I

21. INSTALLATIONS

21.1 Installations are instances of the software installed at a designated device.

22. INSTANCES

22.1 Instances are unique connections to a single specified application or technology type.

23. ITEMS

23.1 Items represent entities managed in the Software.

23.1.1 For card management and SAP S/4 HANA for card management

Items are the number of active cards stored in the system per calendar year.

23.1.2 For Extended Warehouse Management:

Shipper Scenario - Items are delivery line items. A delivery is the documentation for a

shipment sent to/from a warehouse location to/from a destination (customer, vendor or

other plant/location). The items of the delivery are the unique material codes irrespective

of quantity shipped under that delivery. The average per day is based on the active days

over the period of 1 year.

Transit Warehousing scenario For the transit warehousing scenario, Items are the

packaging items (Handling Units) moved through the system from origin to destination.

The packaging items are counted only once in this process. The average per day is based

on the active days over the period of 1 year.

23.1.3 For SAP S/4HANA for accounting integration

Items are the number of contracted items, assets and services in a year.

23.1.4 For SAP Event Management on SAP S/4 HANA:

Items are entities tracked in the system on an annual basis.


33

23.1.5 For Yard Logistics; and SAP Yard Logistics for SAP S/4 HANA

Items are the number of transportation units (trucks, trailer, container, railcars, vessel,

etc.) in both inbound or outbound shipments in a year.

Remaining Metrics - J

Remaining Metrics - K

Remaining Metrics - L

Remaining Metrics – M

24. MEMORY

Gigabytes of memory are the total amount of memory that may be used by the

Software, as measured in gigabytes.

Remaining Metrics - N

Remaining Metrics - O

25. OBJECTS

25.1 Master data objects are all unique records stored or managed in the Software.

25.1.1 For SAP Enterprise Master Data Management; and SAP Enterprise Master Data

Governance for SAP S/4HANA: Master data objects are all master data objects stored in

the SAP NetWeaver Master Data Management system, plus the total number of all

master data objects stored in the SAP Master Data Governance system.

25.1.2 For SAP Master Data Governance, Consumers: Master data objects are active consumer

type customer objects stored in the SAP Master Data Governance system. A consumer is

a natural person or a group of persons (e.g. household) that has any kind of business

relationship with a company, including, but not limited to, B2C customers, B2C contacts,

and citizens. Customer may Use SAP Master Data Governance, Consumers to store

additional business partners if the partners represent B2C consumers. Customer may not

Use SAP Master Data Governance, Consumers to store additional business partners if

the partners represent B2B customers.

25.1.3 For SAP Master Data Governance, Custom: Master data objects are master data objects

stored in custom-build “Master Data Governance” systems that are not of type financials,

suppliers, customers or materials. This is the sum of all user defined object of type things

(articles, contract, location, asset, equipment, contract, etc.). A user defined object is

created using the Master Data Governance framework.

25.1.4 For SAP Master Data Governance, Customers: Master data objects are active B2B

customer objects stored in the SAP Master Data Governance system. Customer may Use

SAP Master Data Governance, Customers to store additional business partners if the

partners represent B2B customers. Customer may not Use SAP Master Data

Governance, Customers to store additional business partners if the partners represent

B2C customers.


34

25.1.5 For SAP Master Data Governance, enterprise asset management ext by Utopia: Master

data objects are master data objects stored in SAP EAM.

25.1.6 For SAP Master Data Governance, Financials: Master data objects are the sum of

financial objects (including, but not limited to, group accounts, operational accounts, cost

elements, companies, profit centers and, cost centers with hierarchy nodes, consolidation

groups and units, financial statement items) stored in the SAP Master Data Governance

system. For avoidance of doubt, the financial accounts are only counted once, even if the

accounts are used in multiple charts of accounts or financial statement versions. For

example, if the company is reporting externally in US GAAP as well as IAS, each account

is only counted once, not twice.

25.1.7 For SAP Master Data Governance, Product: Master data objects are active material

objects (materials, products) stored in the SAP Master Data Governance system.

Customer may not Use SAP Master Data Governance, Product to store articles.

25.1.8 For SAP Master Data Governance, retail and fashion management ext by Utopia: Master

data objects are the sum of all single articles, generic articles (excluding variants) as well

as sets, lots and displays, which get put under the governance of the solution.

25.1.9 For SAP Master Data Governance, Supplier: Master data objects are active supplier

objects (vendors) stored in the SAP Master Data Governance system.

25.1.10For SAP S/4HANA Cloud for contract, lease and real estate management: Master data

objects are active real estate objects of type: contract; land; building or space.

26. OUTPATIENT DAYS

26.1 Outpatient days is the sum of the days in which patients have been treated as

outpatients in a 1 year period. 1 outpatient day is counted when 1 patient is treated as an

outpatient in 1 calendar day, independently of the quantity of work done on that day and

on how the work was documented in the SAP system (in 1 or more outpatient cases, and,

within cases, as 1 or more visit movements).

Remaining Metrics - P

27. PATIENT

27.1 Patient care days are the relevant number of patient care days reached by the Customer

in a calendar year is the corresponding statistic according to the annual H+ member

directory “H+ Die Spitäler der Schweiz”.

27.2 Patients treated are those treated in 1 calendar year in the institutions supported by the

SAP system. Patients are only counted once, no matter how many times they are treated

in the hospital within the year.

28. PLANTS

28.1 Plants are physical sites owned by or operated by an enterprise supported by the

Software.

• Small plants are plants with up to 500 employees. Employees per plant are all

employees and contractors working in the plant.

• Midsize plants are plants with 501 up to 5.000 employees. Employees per plant are all



35

• Large plants are plants with more than 5.000 employees. Employees per plant are all


29. POINTS OF DELIVERY

Points of delivery are the points of delivery (PoDs) at which a utility service is supplied

or determined. When a utility installation is created in SAP’s Utilities system, a unique

PoD is automatically generated. All PoDs in the system are counted where a device or

device info record is assigned to SAP’s Utilities installation with an ending date later or

equal to the system date; technical and virtual PoDs are not considered.

29.1 For the sectors below the following division categories of the SAP Utilities system need to

be considered:

Energy:

• Electricity

• Gas



• Mutual help

• For all sectors

Electricity:

• Electricity

Water:

• Water

• Waste Water

Utilities or no division named:

• Electricity

• Gas


• Water

• Waste Water


• Mutual help

• For all sectors

30. PREMIUMS

30.1 Premiums of the insurance company, which uses the product, is the total gross

premiums as disclosed in the latest annual statement of the insurance company in a fiscal

year. If the customer does not disclose a comprehensive annual statement, the Customer


36

must the respective information to SAP.

If the Customer does not disclose the information publicly, Customer must deliver and

explain it to SAP

If the product shall be licensed only for a subdivision of the insurance company the

respective license contract requires an explicit definition.

30.1.1 For Reinsurance Management Solutions (SAP Reinsurance Management Foundation for

Insurance and SAP Reinsurance Risk Manager);

Premiums reflect the “Ceded Premiums” in case of passive and “Assumed Premiums” in

case of active Re-Insurance Business. In case the Customer uses the solution for Ceded

AND Assumed business the sum of both shall apply.

31. PRICES

31.1 Contract price is the net value of the license contract. Contract price for partners is

defined as the amount the Partner has to pay for SAP and Third Party Software to SAP.

So, the Contract price for Partners is calculated based on the price recommended by

manufacturer minus all partner discounts.

31.2 BSI U.S. payroll tax processing contract price is the net value of the BSI U.S. payroll tax

processing software license.

32. PRODUCTS

32.1 Products are the annual total of number of vehicles and finished goods (for VMS/DBM)

or Vehicles and Parts (for sequenced manufacturing) in the context of Automotive

Solutions.

Remaining Metrics - Q

Remaining Metrics - R

33. RECORDS

33.1 Records are the average number of items managed by the application over the prior 12

months.

33.1.1 For SAP S/4HANA Enterprise Contract Management

Records are uniquely identified objects that are active and maintained within the

software. All “Legal Transactions” in status ‘On Track’, ‘Pending’, ‘Open Issues’ are

counted as Records.

33.1.2 For SAP Financial Database for Banking, SAP Credit Risk Management for Banking, and

SAP Regulatory Reporting by iBS:

Records represent the number of financial products (such as loans or deposits) including

over the counter products, and standardized exchange traded securities (e.g. shares,

listed options, bonds). This is also true when processing takes place on aggregated level.

If financial products don´t apply, records represents the number of the processed objects.

33.2 Master records are 1 contractual relationship between the company and an employee

whose payroll is being calculated.

34. RESOURCES


37

34.1 Resources are unique individuals or non-human resources (system, equipment, tool,

instrument, machine, vehicle, room, regulatory or government agency/body, industry

standard, framework, and/or corporate policy, etc.) that are managed by or within the

Software.

35. REVENUES

35.1 Revenues are the annual incomes that a company receives from its normal business

activities and other revenues from interests, dividends, royalties or other sources.

Revenue exclude indirect taxes such as VAT, Excise Duty or any similar sales related

taxes.

35.1.1 For SAP Advanced Trade Management Analytics, SAP Advanced Trade Management

Analytics, version for SAP BW/4HANA, SAP Customer Business Planning, SAP

Customer Business Planning, version for SAP BW/4HANA, SAP Trade Promotion

Planning and Management, SAP Trade Promotion Planning and Management, version

for SAP BW/4HANA, SAP Meat and Fish Management by msg for SAP S/4 HANA and

SAP Dairy Management by msg for SAP S/4 HANA: only the revenues associated with

the business or division, which the capabilities of this package will be applied against

need to be considered.

35.1.2 For SAP Configure, Price, and Quote (SAP CPQ)

Revenues are the calculation of Customer´s and its Affiliates total annual sales revenues

for products or services, which were generated using the SAP CPQ software less VAT,

delivery and any returns.

35.1.3 For SAP Customer Profitability Analytics,

Only the revenues analyzed within the Software need to be considered.

35.1.4 For SAP Electronic Invoicing for Brazil (NFE)

Only the revenues generated by the company or legal entity located in Brazil need to be

considered.

35.1.5 For SAP ERP, add-on for Polish SAF-T regulatory requirements:

Only the revenues generated by the company or legal entity located in Poland need to be

considered.

35.1.6 For SAP ERP, add-on for invoice and reporting compliance for Angola and SAP S/4HANA

Finance for invoice and reporting compliance for Angola,

Only the revenues generated by the company or legal entity in Angola need to be

considered.

35.1.7 For SAP Customer Experience branded products

Revenue is the calculation of Customer´s and its Affiliates total annual sales revenue for

products or services that can be purchased through the SAP Customer Experience

platforms (including SAP Customer Experience powered websites and other SAP

Customer Experience powered channels such as web stores, mobile, In-Store module,

Contact Center module, etc.) by customers (B2B and B2C) in each trailing 12 month

period, less VAT, delivery and any returns.

35.1.8 For Insurance:

Revenue are the same as “Premiums”

35.1.9 For National Central Banks / Federal Reserve Banks


38

Revenues are the same as “Assets under Management”.

35.1.10For Other Banks,

Revenues are the sum of Customer´s gross interest income and noninterest income (i.e.

provisions, service charges, trading income) as stated on Customer´s Income Statement.

35.1.11For SAP Product Lifecycle Costing

Only the revenues need to be considered associated with the business or

division, which the capabilities of SAP Product Lifecycle Costing will be applied against.

35.1.12For Public Sector

Revenues are the same as “Total Annual Budgets”

35.1.13For SAP Tax Declaration Framework for Brazil

only the revenues generated in Brazil are relevant.

35.1.14SAP S/4HANA for advanced compliance reporting

Only the revenues generated by the company in the countries where advanced

compliance reporting will be used need to be considered.

36. REVENUE AND EXPENSES

Revenues and Expenses are the sum of annual revenues received and annual

expenses paid (commissions, royalties, revenue shares etc.) processed within the

Software.

Revenues are the sum of annual monetary amounts invoiced by Customer and its

Affiliates to third parties for services provided (or to be provided) by Customer and/or its

Affiliates to such third parties and processed through the SAP solution. “Expenses” are

the sum of budgeted annual expenses (commissions, royalties, revenue shares etc.) for

services performed (or to be performed) by Customer or its Affiliates for Customer’s

and/or its Affiliates own organization(s) that are processed through the SAP solution.

36.1.1 For SAP Collaborative Project Management und SAP Portfolio and Project Management:

Revenues and Expenses is related to the projects managed within the software and is

defined as:

• Revenues: the sum of annual revenues received for revenue-generating external

projects

• Expenses: the sum of budgeted annual expenses for internal projects.

36.1.2 S/4HANA for rights and royalty management by Vistex:

Revenues and Expenses are the sum of the annual revenues received and annual

expenses paid (license fees, royalties, revenue share, etc.) in the context of the software.

Revenues and expenses include financial validation for deals, which are implemented in

SAP S/4HANA for rights and royalty management by Vistex but do not result in an

incoming payment e.g. barter deal.


39

Remaining Metrics-S

37. SERVER

37.1 Servers are physical computers, cases, boxes or blades that house the CPUs running the

software product. Multiple virtual machines on the same physical box are allowed and do

not require additional licenses.

38. SESSIONS

38.1 Concurrent sessions are the aggregated numbers of sessions accessing the licensed

Software at any 1 time. A session refers to the time between logon and logoff or time out

where a unique user, application or platform accesses the licensed Software either

directly or indirectly via the custom application. The number of sessions accessing each

Deployment must be limited by corresponding license key mechanisms. The maximum

number of sessions enabled on a Deployment by such limitations may not exceed the

Licensed Level for the number of Concurrent Sessions assigned to that Deployment for

such licensed Software product. The aggregate number of licensed sessions enabled on

all Deployments may not exceed the Licensed Level of Concurrent Sessions. Users in

deployments with an unlimited number of sessions require a Named User License for the

licensed Software product. There is no license limit on number of processors or servers

used. Customer may not utilize any program or system to cache or queue report requests.

SAP BusinessObjects BI users accessing any Deployment using a Concurrent Session

license may be entered into the SAP NetWeaver BW system for the purposes of

maintaining security.

39. SPENDS

39.1 Spend volumes are the company’s annual expenditures for the procurement of all direct

and indirect goods and services.

39.1.1 For SAP Electronic Invoicing for Brazil (NFE-Inbound): only Spend Volumes in Brazil are

to be considered.

39.1.2 For Public Sector entities: Public Sector Spend Budgets may be used instead. Public

sector spend budget is the figure, published annually, that documents an organization’s

procurement budget for all direct and indirect goods and services.

39.2 Freight Spend is the annual freight costs incurred in transporting products; i.e., all the

transportation costs, including labour, involved in moving goods to and from a

plant/distribution center/warehouse, including payments to logistics companies for their

services and any cost incurred by a company for the use and maintenance of its own fleet

of vehicles.

40. STUDENTS

40.1 Students are defined as:

a) full-time registered students e.g. students who are registered for a full course load for

the current academic year at the institution and/or


40

b) equivalents of full-time registered students (for example, a part-time student could

represent a fraction of a full-time student).

41. SUBSCRIPTIONS

41.1 Annual subscriptions are periodic recurring fees that are payable every calendar or fiscal

year for the right to use software or services during that calendar or fiscal year. This fee is

payable each calendar or fiscal year whether or not the software or service has been

used during that year.

42. SYSTEMS

42.1 Managed systems are all systems with a unique system identifier or a cloud service that

are controlled, managed, monitored, scanned, or retired by the software and include all

production and non-production usage types.

42.1.1 For SAP Information Lifecycle Management

Only Customer´s productive use systems managed by SAP Information Lifecycle

Management must be counted in the Licensed Quantity.


41

Remaining Metrics – T

43. TRANSACTIONS

43.1.1 For SAP Application Interface Framework:

Transactions consist of everything processed or monitored in SAP Application Interface

Framework, e.g. all Application to Application (A2A), Business to Business (B2B),

Business to Consumer (B2C), Business to Government (B2G) and Internet of Things (IoT)

messages that are processed and monitored in the SAP AIF solution. The number of

transactions is counted per year.

43.1.2 For SAP Archiving and Document Access by OpenText, external access option and SAP

Archiving and Document Access by OpenText, external access option for SAP S/4HANA

Transactions are the annual volume of downloads (including view or print) of documents

that are stored by the OpenText Solution. This metric applies only to individuals external

to the Customer´s organization (i.e. other than employee, contract worker and

outsourcer).

43.1.3 For SAP Document Presentment by OpenText, SAP Document Presentment by

OpenText, add-on for business correspond

Transactions are single instances of a business document that is created, processed,

printed or manipulated in some way by the products (e.g. letter, email, PDF, fax, SMS).

43.1.4 For SAP Billing, charging

Transactions are defined as pricing outputs where 1 input can generate 1 or several

pricing outputs. Transactions are counted as those on the peak load day as measured

within the prior 12 months.

43.1.5 For SAP S/4 HANA Banking for payment centralization

Transactions are single payment transaction within a payment order. A payment order

can have 1 ordering party item and multiple recipient party items. The number of

transactions is counted per year.

43.1.6 For SAP S/4HANA for legal content

Transactions are folders/cases with a unique number created during an Agreement

contract year, under which legal content is managed.

43.1.7 For SAP Shared Service Framework

Transactions are defined as the number of shared service framework service requests

created per year.

43.1.8 For last mile distribution component for SAP Direct Distribution


42

Transactions are defined as the number of annual store or customer visits performed by

field sales or delivery personnel (e.g. delivery drivers, van sellers, merchandisers) as

maintained by the Software.

43.1.9 For SAP ERP connector for SAP Cash Application: Transactions are the total maximum

number of documents and line items processed by the Cash Application per year. 1

transaction is either: 1 payment advice file (pdf); 1 bank statement line item; or 1 lockbox

line item.


43

Remaining Metrics – U

44. UNITS

Rental units are rental objects that are managed with SAP Real Estate Management.

45. USERS

45.1 Users are individuals who Use the Software.

A “User” included in the Metric count cannot be assigned to more than 1 individual.

However, a User assignment may be transferred from 1 individual to another, but only if

the individual to which the User was assigned is:

a) is on vacation;

b) is absent due to sickness;

c) has their employment terminated;

d) is moved into a new job function which no longer requires them to Use the applicable

Package(s); or

e) is subject to a condition that is otherwise agreed by SAP.

45.1.1 For SAP Business Intelligence (BI):

There is no license limit on how many individuals are working concurrently with the

Software. There is no license limit on number of processors or servers used. Named

Users are identified at logon and do not consume a Concurrent Session license.

Concurrent Session licenses and Users can be purchased in combination for a

Deployment. Customer may not utilize any program or system to cache or queue report

requests. SAP BI users may be entered into the SAP NetWeaver BW system for the

purposes of maintaining security.This metric does not replace the overall SAP Named

User licensing requirement.

45.1.2 For SAP Contact Center: Users represent agents and/or supervisors who work in a

contact center environment and handle incoming contacts through multiple

communication e-channels (like email, chat, SMS and fax) and/or use supervisor tools to

supervise contact center agents with e-channel user capability.

45.1.3 In the context of voice channel: Users represent agents who work in a contact center

environment and handle incoming contacts through voice channel and office telephony

only or handle outbound campaign calls only. In addition, each port in Interactive Voice

Recognition system is also considered a user and should be counted as additional users.

45.1.4 For SAP Digital Asset Management by OpenText, limited access option

Users are limited to search, browse, view and download assets.

45.1.5 For SAP Identity Management and SAP Single Sign-On:

Users are individuals whose credentials and/or user information is managed by the

functionality of the licensed Software.


44

45.1.6 For SAP Real Estate Management: Users are individuals who manage office, retail and

industrial properties and similar portfolios. It is applied for both, owned and operated

space, and includes commercial as well as corporate real estate management.

45.2 Active users are the numbers individuals that access the Cloud Service at any time

during a calendar month.

45.3 Monitored Users are individuals: 1) whose information or credentials are monitored by

the Software; and/or 2) who use the reporting console.

45.4 Virtual users are users simulated in the software to test the load on the SAP system.

Remaining Metrics – V

46. VALUES

46.1 SAP Application Value (SAV) is the sum of list prices for Named Users, External

Community Members, (pan-industry and industry specific) Software Engines and

Supplementary Products, excluding those items identified in the list of prices and

conditions that do not contribute to the SAP Application Value.

46.2 HANA SAP Application Value (HSAV) is the sum of prices for licensed SAP Software

and Third Party Software, excluding those SAP Software and Third Party Software

identified in the list of prices and conditions that do not contribute to the HANA SAP

Application Value. For the purposes of this definition, “price” can refer to

Existing installed base

“Price” is defined as the net value for previously licensed HSAV relevant SAP and Third

Party Software. The net value of the SAP and Third Party Software is derived from the

applicable software contract(s) for the HSAV relevant SAP Software and Third Party

Software as follows: The net value for previously licensed HSAV relevant SAP and Third

Party Software will be calculated based on the respective list price less volume discounts

less ( in case) special discounts. For clarification purposes: However, any migration

discount or credit e.g. will not be deducted from the list price.

Net New & Subsequent Purchases

“Price” is defined as the list price for HSAV relevant Software and Third Party Software

licensed in the current Order Form. In this case the calculated HANA Limited Runtime

Edition fee will be discounted by the average deal discount of the current order form for

internal recalculation purposes. The HANA Limited Runtime Edition fee is not further

discountable after applying the average deal discount. SAP HANA products still are non-

discountable.

Remaining Metrics - W

None listed.

Remaining Metrics - X

None listed.


45

Remaining Metrics - Y

None listed.

Remaining Metrics - Z

None listed.


46

EXHIBIT 3 - PACKAGE RESTRICTIONS

1. Sap Business Suite and Enterprise Foundation

1.1 Embedded Analytics

Where Customer holds a valid Package License for any of the below Package(s), such

Package License shall include the right for individuals licensed as SAP Professional or

Limited Professional Users under the Software Agreement to

a) view, interact and refresh Crystal Reports, Dashboards content and Lumira

storyboards embedded with such licensed Package(s) and

b) Use the SAP BI Platform and/or SAP Lumira Server, as delivered with such licensed

Package(s), solely to enable the viewing, interacting and refreshing of the Crystal

Reports and Lumira storyboards content embedded with such licensed Package(s)

(collectively "Embedded Analytics Limited Use Right”).

Packages That Include Embedded Analytics Limited Use Right:

• SAP ERP

• SAP SCM

• SAP Transportation Management

• SAP Extended Warehouse Management

• SAP SRM

• SAP CRM

• SAP Environment, Health and Safety

• SAP Manufacturing Integration and Intelligence

• Embedded SAP BusinessObjects Enterprise

1.2 Embedded SAP BusinessObjects Enterprise

Where Customer holds a valid Package License for any of the below Package(s), such

Package License shall include the right for individuals to view, interact, refresh and modify

the content embedded with such licensed Package(s).

Packages That Include Embedded SAP BusinessObjects Enterprise:

• SAP Contact Center

• SAP Identity Management

1.3 SAP Human Capital Management

Usage of any integration software and content provided with the SAP HCM software and

applicable to an integration between SAP HCM and SuccessFactors’ Business Execution

Software (“BizX”) is permitted only with SAP HCM and a valid, current contract for

SuccessFactors BizX.


47

2. S/4HANA PACKAGES

2.1 General terms for S/4 HANA Packages

S/4HANA Packages shall only be deployed on a SAP HANA database installation

(collectively “S/4HANA Installation”). Only S/4 HANA Packages (and no other

Software) shall be deployed on a S/4HANA Installation.

For clarity, the preceding sentence only applies to software licensed from SAP, its

affiliates and or its authorized distributors and resellers.

• S/4HANA Packages are not licensed for Use with any third party runtime database.

• For the avoidance of doubt, the “Deployment and Communication Rights and

Restrictions” set forth in this SUR apply to S/4HANA Packages.

2.2 Named User and Metric Requirements for SAP S/4HANA Packages

The only S/4HANA Package that requires SAP Named User licenses is S/4HANA

Enterprise Management for ERP Customers.

2.3 SAP S/4HANA Compatibility Packs

"S/4HANA Compatibility Pack” shall mean an S/4HANA compatible copy of the

Software shown in the “Classical Solution” column of the Matrix (the list of applicable

Software located at the following link:

https://uacp.hana.ondemand.com/http.svc/rc/PRODUCTION/pdfac0fa9551dd88809f10000000b441570/1511%20000/en-US/MATRIX_OP1511.pdf

The S/4HANA Compatibility Pack may be Used by Customer as, and in accordance with

the terms of, an S/4HANA Package. Such Use is further subject to the following:

a) Customer must have a license to Use :

• such Software in the Classical Solution column of the Matrix and

• the prerequisite shown on the Matrix.

b) So long as the Software in the Classical Solution Column of the Matrix is licensed

solely for Use and deployment of the applicable S/4 HANA Compatibility Pack on an

S/4HANA Installation, no Named User licenses are required for such Classical

Solution. S/4HANA Compatibility Packs may only be Used until the applicable

expiration date shown on the Matrix.

2.4 S/4HANA Enterprise Management

• Customer has a license for SAP ERP in order to have the right to Use the ERP

Compatibility Pack.

• S/4HANA Enterprise Management includes the following Runtime Software:

• SAP GTS, Trade Preferences and SAP Information Lifecycle Management (“ILM”).

• Classification required to support Trade Preferences may be used in context of this

usage right at no additional charge for an on-premise implementation with the

exception of the following functionalities: Entering Vendor-Based LTVDs in the Web UI,

Uploading Preference Rules, Rule Set for Agreements other than with EU and NAFTA-




48

based concepts, Preference Determination for Configurable Bills of Material, Pan-Eur-

Med-Cumulation, and Identity-Based Preference Processing. Use of ILM is limited

solely to SAP ILM Retention Manager and ILM Store components only for

a) storing and archiving files to filesystem, Hadoop, HANA, and IQ,

b) blocking and deleting personal data within a specified time period or at the end of a

specified time period.

2.5 S/4HANA Enterprise Management for Professional use

Use is allowed by the number of individuals included in the Licensed Level who are

authorized to use all of such individual’s operational, system administration and

management roles supported by the Software for Customer’s internal business purposes.

2.6 S/4HANA Enterprise Management for Functional use

includes the rights associated with S/4HANA Enterprise Management for Productivity use.

Use is allowed by the number of individuals included in the Licensed Level:

a) who are employees of Customer`s Business Partners authorized to perform any role

supported by the Software in accordance with the license grant set forth in the GTC or

Software License Agreement, or

b) who are employees of Customer authorized to use the following Solution Capabilities

supported by the Software:

• Supply Chain (Goods Movement, Inventory Analytics & Control, Returnable Packaging

Logistics, Warehouse Management, Delivery Management, Transportation

Management, Available to Promise Physical Inventory Handling Unit Management,

Batch Management, Serial Number Management)

• Manufacturing (Material Requirements Planning, External Processing, Production

Execution, Subcontracting, Just-in-time processing, Kanban, Production Control,

Repetitive Manufacturing, Quality Planning, Quality Improvement, Quality Inspection,

Production BOM Management, Recipe/Routing Management, Manufacturing Analytics,

Capacity Planning)

• Asset Management (Maintenance Planning, Maintenance Execution, Maintenance

Demand Processing)

• Enterprise Technology (Master Data Maintenance)

• R&D (Project Financial Controls, Project Logistics Control, Variant Configuration,

Product Development Foundation)

• Service (Warranty Management, Service Request Management, Service Order

Management, Service Fulfilment, Service Billing & Settlement, Customer Engagement,

Packaged Service Offerings, Business Solution Contract Management, Service

Contract Management, Service Parts Fulfillment, Service Monitoring and Analytics,

Service and Maintenance Plan, Technical Assets, Structures and History, In-House

Repair)

• Sales (Sales Quotation Management, Sales Contract Management, Sales Order

Management and Processing, Price Management, Incentive and Commissions

Management, Opportunity Management, Sales Lead Management, Activity


49

Management, Account and Contact Management, Sales Master Data Management,

Sales Billing, Solution Billing, Sales Rebates Management, Claims, Returns and

Refund Management, Sales Monitoring and Analytics)

• Human Resources (Organizational Management, Time Sheet)

• Sourcing and Procurement (Self-Service Requisitioning)

• Display Use Rights

• Approval Use Rights

2.7 S/4HANA Enterprise Management for Productivity use:


employees of Customer authorized to use the following Solution Capabilities supported by

the Software:

• Supply Chain (Goods Movement, Warehouse Management, Delivery Management,

Available to Promise, Transportation Management, Physical Inventory, Handling Unit

Management, Batch Management, Serial Number Management)

• Asset Management (Maintenance Demand Processing, Maintenance Execution)

• Manufacturing (Materials Requirements Planning, Production Execution, Production

Control)

• Human Resources (Organizational Management Time Sheet)

• Sourcing and Procurement (Self-Service Requisitioning)

• Display Use Rights

• Approval Use Rights

2.8 S/4 HANA Developer access:


authorized to access the development tools provided with the licensed S/4HANA

Enterprise Management Software for the purpose of making ABAP Modifications and/or

Add-ons to any S/4HANA Packages.

2.9 S/4HANA Central Finance, central finance foundation (“S/4HANA Central Finance”):

includes the following Runtime Software: SAP Application Interface Framework.

2.10 SAP S/4 HANA Incentive and Commission Management:

does not include agent portfolio assignment, liability management, actual commissioning

and cancellation reserves, portfolio and liability transfer processes.

2.11 SAP S/4 HANA for subscription billing:

If SAP S/4 HANA for subscription billing shall be Used for, or in support of, billing or

revenue share calculation for pre-paid telecommunications products, services or systems

in the Restricted Countries or to remotely support prepaid telecommunication systems in

the Restricted Countries then prerequisite for such Use is, that Customer obtains a

license from Freedom Wireless permitting such Use. The Restricted Countries are

Australia, Brazil, Canada, China, Israel, Japan, South Korea, Mexico and the United


50

States. SAP shall assume no responsibility or liability of any kind, which arises out of

Customer’s failure to obtain a license from Freedom Wireless permitting such Use.

SAP Billing, CRM component is required for the use of SAP S/4 HANA for subscription

billing and should be deployed on a separate installation from S/4 HANA installation. The

included convergent charging functionality in SAP Billing, CRM component may only be

used if SAP S/4 HANA for subscription billing is licensed.

2.12 SAP S/4HANA for energy utilities meter data management and operations, SAP

S/4HANA for energy utilities bill-to-cash management, SAP S/4HANA for water utilities

meter data management and operations, SAP S/4HANA for water utilities bill-to-cash

management: The Software includes mobile components that can solely be used:

a) as a runtime for SAP S/4HANA for energy utilities meter data management and

operations and/or SAP S/4HANA for energy utilities bill-to-cash management

and/orSAP S/4HANA for water utilities meter data management and operations and/or

SAP S/4HANA for water utilities bill-to-cash management, and

b) for customers’ extensions and enhancements to SAP S/4HANA for energy utilities

meter data management and operations and/or SAP S/4HANA for energy utilities bill-

to-cash management and/or SAP S/4HANA for water utilities meter data management

and operations and/or SAP S/4HANA for water utilities bill-to-cash management.

The SAP Multichannel Foundation for Utilities includes any users necessary for SAP

Gateway access.

2.13 SAP S/4HANA Enterprise Portfolio and Project Management, professional:

includes runtime functionality of planning application kit, SAP Lumira Designer and SAP

Lumira Server.

2.14 SAP S/4HANA Enterprise Portfolio and Project Management, standard:

includes right to view project and portfolio information, use analytical capabilities, approve

projects, phases and decision points, fill out questionnaires, provide input for financial and

capacity planning, view and confirm assigned tasks and report project efforts. It also

includes runtime functionality of Planning Application Kit, SAP Lumira Designer and SAP

Lumira, server.

2.15 SAP S/4HANA for O&G secondary distribution management:

SAP S/4HANA for O&G secondary distribution management includes a license of the

industry package "SAP S/4HANA Oil & Gas for hydrocarbon management" for up to

50,000 BOEPD sold. When licensed with SAP S/4HANA for O&G retail fuel network

operations, the total license of the industry package "SAP S/4HANA Oil & Gas for

hydrocarbon management" remains up to 50,000 BOEPD sold.

2.16 SAP S/4 HANA for O&G retail fuel network operations:

SAP S/4HANA for O&G retail fuel network operations includes a license of the industry

package "SAP S/4HANA Oil & Gas for hydrocarbon management" for up to 50,000

BOEPD sold. When licensed with SAP S/4HANA for O&G secondary distribution

management, the total license of the industry package "SAP S/4HANA Oil & Gas for

hydrocarbon management" remains up to 50,000 BOEPD sold.


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2.17 SAP S/4HANA Finance for treasury and risk management:

Use of SAP S/4HANA Finance for treasury and risk management is limited to a maximum

of one 100 active, investment-related security classes in the securities area*. In case a

larger number of security classes are required, SAP Financial Asset Management for

Insurance must be licensed.

*In the SAP system each security (e.g. stocks) is a class. The class data includes all the

structure characteristics of a security. Since the creation of transactions and the

management of positions in the transaction manager are based on product types, each

class needs to be assigned to a product type.

2.18 SAP Business Integrity Screening for S/4HANA:

Customer is allowed to create new tables and new views (database views, analytical

views, projection views, attribute views, calculation views, etc.) on the database as long

as they are used in the context of the SAP Business Integrity Screening for S/4HANA

solution (e.g. to setup rules which access these tables/views).

2.19 SAP S/4HANA R&D for Enterprise Product Engineering:

Use of collaborative product development and product structure synchronization

functionality is limited to product development functionality. Use of SAP 3D Visual

Enterprise Generator is limited to 1 core of usage .

2.20 SAP S/4HANA R&D for Enterprise Product Formulation:

standard includes rights to view, track status and release master data objects including

change records, master recipes, document information records and bills of material. In

addition, users can view objects created in recipe development including specifications,

recipes and any attached documents.

2.21 SAP Knowledge Accelerator Bundle for S/4HANA:

may be used to meet Customer´s employee training needs and may not be used by or on

behalf of any third party. Notwithstanding any other provision of the Training Schedule,

User license metrics of Knowledge Acceleration may not be transferred to other

individuals, even if the original user is no longer permitted access to Knowledge

Acceleration. If an individual is no longer employed by Customer, Customer may transfer

such individual’s User license count to another user.

2.22 Sales and Service Order Execution for B2B and B2C for S/4HANA:

is licensed for Use to place and process Orders in licensed SAP S/4HANA Enterprise

Management Software through licensed SAP Cloud Business Technology Platform

(inclusive of any authorized applications running thereupon) and/or Non-SAP

Application(s). Non-SAP Application(s)” means any technologies, other than licensed

Package(s), for which Customer has secured an appropriate license from an entity other

than SAP, SAP SE, and/or any of its/their subsidiaries and/or distributors.

2.23 Sales and Service Order Execution for B2C for S/4HANA

is licensed for Use by Consumers to place and process Orders in licensed SAP S/4HANA

Enterprise Management Software through licensed SAP Business Technology Platform




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2.24 Purchase Order Execution for S/4HANA:

is licensed for Use to create and process Purchase Orders in licensed SAP S/4HANA

Enterprise Management Software through licensed SAP Business Technology Platform





2.25 SAP S/4HANA Oil & Gas for upstream hydrocarbon accounting and management:

Use of the Runtime Software SAP Manufacturing Integration and Intelligence is restricted

to upstream production, scheduling, allocation, and maintenance only.

2.26 SAP S/4 HANA Oil & Gas for upstream contracts management:

Upstream Contracts Management and Upstream Oil and Gas, which include Joint

Venture Accounting functionality, also include limited use rights for Advanced Compliance

Reporting (ACR). The license to use ACR is limited to use within the scope of Upstream

Contracts Management and Upstream Oil and Gas licenses. Any use beyond the scope

of Upstream Contracts Management and Upstream Oil and Gas requires ACR to be fully

licensed separately.

2.27 SAP Tax, Benefits, and Payment Processing for Public Sector for S/4HANA:

includes any users necessary for SAP Gateway access. To implement the solution

Customer must also license SAP Tax, Benefits, and Payment Processing for Public

Sector for CRM and deploy it on a separate installation from the S/4 HANA installation.

Use is restricted to the usage of following capabilities of SAP CRM: Application

processing, Debt and enforcement management, Benefit and deduction decision making,

Enrollment and declaration processing, Case management, Grantor front-office

processes, Financial customer care and dispute management

2.28 SAP Tax Compliance for S/4HANA

includes the following Runtime Software:

• SAP Lumira Discovery

• SAP BusinessObjects Enterprise, limited to 5 Users per block of Licensed Metric for

the Software

2.29 SAP Business Partner Screening for S/4HANA:

includes the following Runtime Software:

SAP Lumira Discovery

2.30 SAP S/4HANA for Advanced Variant Configuration, standard:

includes rights to configure e.g. sales orders using the SAP Fiori-based advanced

configurator for materials using configuration profiles of mode “Advanced Variant

Configuration” and create material variants for materials using configuration profiles of

mode “Advanced Variant Configuration”.


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2.31 SAP OpenHub for S/4HANA:

For purposes of SAP OpenHub for S/4HANA, “SAP BW” means the SAP Business small

functionality included in SAP S/4HANA Enterprise Management, and does not include

other Business Warehouse products such as SAP BW4/HANA. With this license, data

may be exported out of SAP BW into non-SAP software applications in an asynchronous,

non-real-time manner. Once data is asynchronously extracted to non-SAP software,

there are no additional license fees or SAP Named Users required, provided the use of

such data does not result in any updates to and/or trigger any processing capabilities of

any licensed Software. For the purposes of this Section, “asynchronous extraction” means

downloading data in bulk (i.e. not in response to a real-time Named User or system-

generated reporting Query) for analytical purposes. Notwithstanding anything to the

contrary, provided Customer also has a valid license for SAP S/4HANA Digital Access,

a) humans may Use SAP BW through non-SAP software to export data out of SAP BW in

a real time manner without the need to be licensed as a “Named User” or “Users” of

SAP S/4HANA Enterprise Management, and

b) non-humans (e.g. bots, sensors, chips, devices, etc.) may Use SAP BW directly or

through non-SAP software to export data out of SAP BW in a non-real-time or real time

manner without the need to be licensed as “Named User(s)” or “User(s)” of SAP

S/4HANA Enterprise Management.

2.32 SAP S/4HANA, supply chain integration add-on for SAP Integrated Business

Planning

may only be used to facilitate the integration of SAP S/4HANA with other SAP Software.

2.33 SAP S/4HANA Digital Access:

2.33.1 This Package grants

a) humans a license to Use S/4HANA Enterprise Management (“S/4 EM”) through Non-

SAP Application(s) that is/are directly integrated to S/4 EM without the need to be

licensed as a “Named User” and/or “User” of S/4 EM and

b) non-humans (e.g. bots, sensors, chips, devices, etc.) a license to Use S/4 EM directly

or through Non-SAP Application(s) that is/are directly integrated to S/4 EM and without

the need to be licensed as a “Named User” and/or “User” of S/4 EM (collectively,

“Digital Access of S/4 EM”).

2.33.2 Solely for purposes of SAP S/4HANA Digital Access:

a) S/4 EM shall not include SAP Business Warehouse Software.

b) S/4 EM shall include SAP ERP Foundation Starter S/4HANA Compatibility Pack for the

period in which Customer otherwise has the right to Use such Compatibility Pack under

this Agreement.

c) “Non-SAP Application(s)” means:

i. any technologies Customer owns and/or for which Customer has secured an

appropriate license/subscription from an entity other than SAP, SAP SE, and/or any of

its/their subsidiaries and/or distributors (excluding when used solely as a Connectivity

App between an SAP Application and S/4 EM, and further excluding when used as a

User Interface for S/4 EM); and/or


54

ii. SAP Technology Solutions.

d) “User Interface(s)” means any technologies that

iii) Customer owns and/or for which Customer has secured an appropriate

license/subscription and

iv) is/are used to develop/manage user interaction features and characteristics for S/4 EM.

2.33.2.2 Solely for clarity regarding S/4 EM licensing requirements under a contract, User

Interfaces for S/4 EM shall be deemed part of S/4 EM and therefore require human users

Using S/4 EM via such User Interfaces to have a “Named User” and/or “User” license for

S/4 EM, as applicable.

a) “SAP Technology Solution(s)” means SAP NetWeaver Foundation for Third Party

Applications, SAP Business Technology Platform (excluding when used solely as a

Connectivity App between an SAP Application and S/4 EM) and SAP Leonardo IoT,

Business Services (including any renamed, prior and/or successor versions of any of

the foregoing made generally available by SAP if any, but excluding when any of the

foregoing are used as a User Interface for S/4 EM).

b) “Connectivity App(s)” means any integration technology whose primary function is to

directly connect disparate applications to enable the direct communication and/or

management of data between such disparate applications by/through such integration

technology.

c) “SAP Application(s)” means all Packages (i.e. all Software and Third Party Software)

licensed under a Software Contract and/or SAP cloud services for which Customer has

a valid subscription, excluding User Interfaces for S/4 EM, SAP Technology Solutions

and all database Packages.

2.33.2.3All Digital Access of S/4 EM will be licensed based exclusively upon the number of

Documents created annually by such Digital Access of S/4 EM. Documents are unique

records (i.e. unique digital line-items/objects) as defined in the respective “Document

Definitions” in the Metric for the “Documents for SAP S/4HANA Digital Access” in this List

of Prices and Conditions (PKL). Each Document shall count as (1) Document, except for

Material Documents and Financial Documents which shall each count as (0.2) of a

Document. However, where the automated processing in S/4 EM of a Document from 1

Document Type results in the subsequent creation in SAP S/4 EM of 1 or more additional

Documents of different Document Type(s), such additional Documents shall not be

counted.

2.33.2.4Where a Non-SAP Application is connected to S/4 EM via a Connectivity App, such Non-

SAP Application is still deemed directly integrated to S/4 EM for purposes of this

provision. Any humans and/or non-humans Using S/4 EM through application(s) that

is/are integrated to a Non-SAP Application that is directly integrated to S/4 EM do not

need to be licensed as a “Named User” and/or “User” of S/4 EM.

2.34 SAP S/4HANA for financial products subledger, banking option:

Use of SAP S/4HANA for financial products subledger, banking option is limited to

functionality and processes for subledger accounting for financial instruments.

2.35 SAP S/4HANA for financial products subledger, insurance option:

Use of SAP S/4HANA for financial products subledger, insurance option, full version,

includes the functionality and processes for the subledger accounting for financial


55

instruments and the subledger accounting for insurance contracts. SAP S/4HANA for

financial products subledger, insurance option, basic version, includes the functionality

and processes for the subledger accounting for insurance contracts only. As part of the

processing of insurance contracts, the solution supports processes such as the estimated

cash flow preparation, which leverages the software component “SAP Profitability and

Performance Management”. Usage of this component is limited to the preparing and/or

storing of data as an integrated part of the subledger processes.

2.36 SAP Assurance and Compliance Software (ACS) for S/4HANA (included

Applications: Business Integrity Screening, Tax Compliance & Audit Management:

Data replication from another source system leveraging a third party database requires a

full-use license for that source database. A runtime database license sold by SAP is not

sufficient.

2.37 SAP S/4HANA for card management:

includes the following Runtime Software: SAP Transactional Banking for SAP S/4HANA,

natural person option; SAP S/4HANA Banking for payment centralization; all to be used

only in conjunction with SAP S/4HANA for card management.

2.38 SAP S/4HANA, financial posting gateway:

addresses cross-industry use cases leveraging master data entities, process steps and

calculation methodologies of SAP S/4HANA for financial products subledger,

insurance option, full version.

SAP S/4HANA, financial posting gateway allows the user to configure and run processes

leveraging the following steps only:

a) Process Step “Register” for Contracts, Portfolios, Business Transactions and SAP

S/4HANA Business Partner Data

b) Process Step “Accrue” leveraging delivered Target Values

c) Process Step “Defer” leveraging delivered Target Values and straight-line deferral

d) Process Step “Value FX” for FX conversions, based on Market Rates in the

corresponding tables

e) Process Step “Classify” for business events that lead to an accounting change

f) Process Step “Carryforward” as part of the year-end closing activities

g) Process Step “Adjust” for manual adjustment

h) Process Step “Split Revenue” for Allocations

i) Processing of Imported Subledger Documents for enrichment and additional handling

j) General Ledger Connector

k) Data Load Layer

2.39 SAP S/4HANA for manufacturing logistics

includes Runtime Software of SAP S/4HANA Supply Chain for extended warehouse

management (EWM) and SAP S/4HANA Supply Chain for Transportation Planning &

Execution. Use of SAP S/4HANA Supply Chain for Transportation Planning & Execution

is limited to shuttle functionality and inbound cargo registration (ICR) functionality.


56

3. S/4HANA THIRD PARTY RESELLING:

3.1 SAP Archiving and Document Access by OpenText for SAP S/4HANA:

Use is defined as access by employees and contractors who directly use the SAP

Software components e.g. enterprise scan, business process views, full text search, etc.

and/or store or retrieve documents on the OpenText Archive Server. Support for Data

archiving and access of archived data as well as support for SAP Information Lifecycle

Management is included for the licensed entity as long as the Customer has licensed the

minimum number of Document Access users.

3.2 SAP Archiving and Document Access by OpenText, limited access option for SAP

S/4HANA, SAP Extended ECM by OpenText, limited access option for SAP S/4HANA

Each of Customer´s Users are limited to 52 Login Days per year. A “Login Day” means a

day with 1 or more logins to the software by such user.

4. ERP

4.1 Purchase Order Execution:

Purchase Order Execution (“POE“) is licensed for Use (excluding by employees of

Customer) to create and process Purchase Orders in licensed ERP Software through

licensed SAP Business Technology Platform (inclusive of any authorized applications

running thereupon) and/or Non-SAP Application(s). Use of POE does not require a

Named User license. Non-SAP Application(s)” means any technologies, other than

licensed Package(s), for which Customer has secured an appropriate license from an

entity other than SAP, SAP SE, and/or any of its/their subsidiaries and/or distributors.

4.2 Sales and Service Order Execution for B2B and B2C:

Sales and Service Order Execution for B2B and B2C (“SOE B2B/C“) is licensed for Use

(excluding by employees of Customer) to place and process Orders in licensed ERP

Software through licensed SAP Business Technology Platform (inclusive of any

authorized applications running thereupon) and/or Non-SAP Application(s). Use of SOE

B2B/C does not require a Named User license. “Non-SAP Application(s)” means any

technologies, other than licensed Package(s), for which Customer has secured an

appropriate license from an entity other than SAP, SAP SE, and/or any of its/their

subsidiaries and/or distributors.

4.3 Sales and Service Order Execution for B2C:

Sales and Service Order Execution for B2C (“SOE B2C“) is licensed for Use by

Consumers to place and process Orders in licensed ERP Software through licensed SAP

Cloud Platform (inclusive of any authorized applications running thereupon) and/or Non-

SAP Application(s). Use of SOE B2C does not require a Named User license. “Non-SAP

Application(s)” means any technologies, other than licensed Package(s), for which

Customer has secured an appropriate license from an entity other than SAP, SAP SE,

and/or any of its/their subsidiaries and/or distributors.

4.4 SAP Digital Access:

This Package grants humans a license to Use SAP ERP (“ERP”) through Non-SAP

Application(s) that is/are directly integrated to ERP without the need to be licensed as a

“Named User” of ERP and non-humans (e.g. bots, sensors, chips, devices, etc.) a license


57

to Use ERP directly or through Non-SAP Application(s) that is/are directly integrated to

ERP and without the need to be licensed as a “Named User” of ERP (collectively, “Digital

Access of ERP”).

4.4.1 Solely for purposes of SAP Digital Access:

a) ERP shall not include SAP Business Warehouse Software.

b) “Non-SAP Application(s)” means:

i) any technologies Customer owns and/or for which Customer has secured an

appropriate license/subscription from an entity other than SAP, SAP SE, and/or any of

its/their subsidiaries and/or distributors (excluding when used solely as a Connectivity

App between an SAP Application and ERP); and further excluding when used as a

User Interface for ERP; and/or

ii) SAP Technology Solutions.

c) “User Interface(s)” means any technologies that

iii) Customer owns and/or for which Customer has secured an appropriate

license/subscription and is/are

iv) used to develop/manage user interaction features and characteristics for ERP. Solely

for clarity regarding ERP licensing requirements under a contract, User Interfaces for

ERP shall be deemed part of ERP and therefore require human users Using ERP via

such User Interfaces to have a “Named User” and/or “User” license for ERP, as

applicable.

d) “SAP Technology Solution(s)” means SAP NetWeaver Foundation for Third Party

Applications, SAP Business Technology Platform (excluding when used solely as a

Connectivity App between an SAP Application and ERP) and SAP Leonardo IoT,

Business Services (including any renamed, prior and/or successor versions of any of the

foregoing made generally available by SAP if any but excluding when any of the foregoing

are used as a User Interface for ERP.

e) “Connectivity App(s)” means any integration technology whose primary function is to

directly connect disparate applications to enable the direct communication and/or

management of data between such disparate applications by/through such integration

technology.

f) “SAP Application(s)” means all Packages (i.e. all Software and Third Party Software)

licensed under a Software Contract and/or SAP cloud services for which Customer has a

valid subscription, excluding User Interfaces for ERP, SAP Technology Solutions and all

database Packages.

4.4.2 All Digital Access of ERP will be licensed based exclusively upon the number of

Documents created annually by such Digital Access of ERP. Documents are unique

records (i.e. unique digital line-items/objects) as defined in the respective “Document

Definitions” in the Metric for the “Documents for SAP Digital Access” in this List of Prices

and Conditions (PKL). Each Document shall count as (1) Document, except for Material

Documents and Financial Documents which shall each count as (0.2) of a Document.

However, where the automated processing in ERP of a Document from Document Type

results in the subsequent creation in ERP of or more additional Documents of different

Document Type(s), such additional Documents shall not be counted.


58

4.4.3 Where a Non-SAP Application is connected to ERP via a Connectivity App, such Non-

SAP Application is still deemed directly integrated to ERP for purposes of this provision.

Any humans and/or non-humans Using ERP through application(s) that is/are integrated

to a Non-SAP Application that is directly integrated to ERP do not need to be licensed as

a “Named User” of ERP.

4.5 SAP Enterprise Risk and Compliance Management, risk management and Bank

Communication Management:

may require an additional component downloaded from a third party mobile application

store. Each additional component is subject to its respective license agreement.

4.6 SAP Treasury and Risk Management:

Use of SAP Treasury and Risk Management is limited to a maximum of a hundred (100)

active, investment-related security classes in the securities area*. In case a larger number

of security classes are required, the Industry Package SAP Financial Asset Management

for Insurance has to be licensed.

*In the SAP system each security (e.g. stocks) is a class. The class data includes all the

structure characteristics of a security. Since the creation of transactions and the

management of positions in the transaction manager are based on product types, each

class needs to be assigned to a product type.

4.7 SAP (EHS Management, Environment, Health and Safety; SAP EHS Management,

Product Safety; SAP EHS Management, Product and REACH compliance

SAP only warrants the functional scope of the aforementioned products. However, SAP

does not warrant or guarantee regulatory compliance of these products. Implementation

of these products in accordance with regulatory compliance requirements is within the

responsibility of Customer.

SAP also provides for free publicly available information to support business processes of

calculations and reporting, herein called content, within the EHS Management,

Environment, Health, and Safety software product. SAP does not warrant the accuracy of

this content or that Customer will obtain any specific results from the use of the content.

SAP only warrants that SAP has used reasonable business care in collecting and

compiling the content. SAP does not provide any support Services for this content,

especially SAP is not obliged to provide any updates for such content.

4.8 SAP EHS Management, Environment, Health and Safety

CustomerIndividuals who utilize the incident management functionality of SAP EHS

Management, Environment, Health and Safety solely to enter data for initial incident

reporting and to provide data for incident investigations license a Named User license.

Such data entry may occur asynchronously (off-line) via the Adobe Interactive Form tool,

synchronously (on-line) by direct interaction with the SAP system, or via mobile devices.

This exception applies only to incident management data entry use, and does not apply to

any other uses of the incident management functionality or any other functionality of SAP

EHS Management including incident processing, investigation, and performance and

regulatory reporting. SAP EHS Management, environment, health, and safety does not

include rights to SAP EHS Management, Product Safety and SAP EHS Management,

Product REACH and Compliance.


59

The SAP EHS Management, Environment, Health and Safety may require an additional

component downloaded from a third party mobile application store. Each additional

component is subject to its respective license agreement. The SAP EHS Management,

Environment, Health and Safety includes mobile platform functionality.

4.9 SAP Quality Issue Management

Customer need not for individuals who Use SAP Quality Issue Management solely to

enter data for initial incident reporting and to provide data for incident investigations (open

and close incidents) license Named User licenses. Such data entry may occur

asynchronously (off-line) via the Adobe Interactive Form tool, synchronously (on-line) by

direct interaction with the SAP system, or via mobile devices. This exception applies only

to incident management data entry use, and does not apply to any other uses of the

incident management functionality or any other functionality of SAP Quality Issue

Management.

4.10 SAP Management of Change

A named user license is not required for employees, contractors, and business partner

users that interact with SAP Management of Change solely to create a change request.

This exception applies only change request creation, and does not apply to the use of any

other functionality of SAP Management of Change including approvals.

5. LINE OF BUSINESS

5.1 Track & Trace and Extended Warehouse Management:

Customer need not license for Business Partners of Customer accessing Track & Trace

and Extended Warehouse Management solutions solely to view the tracking status and

report event messages a SAP Named User license.

5.2 SAP Transportation Management/SAP Transportation Management for T&L:

External users provide or view information to SAP Transportation Management/SAP

Transportation Management for T&L as part of the planning, execution or settlement of

freight within SAP TM. External users include Customers, vendors, employees of

business partners or drivers employed by the Customer. External users do not require a

SAP Named User License. This includes any user necessary for SAP Gateway access.

5.3 SAP Manufacturing Execution (ME):

includes SAP Manufacturing Integration and Intelligence (MII) as Runtime Software solely

for use in integrating ME to Customer´s SAP system.

5.4 SAP Customer Engagement and Commerce (CEC):

5.4.1 Customer need not to license Named User license for Use of the following CEC

Packages:

a) SAP CRM Sales

b) SAP CRM Service

c) SAP CRM Marketing

d) SAP CRM Loyalty Management

e) SAP Sales and Service Order Execution for B2C

f) SAP Sales and Service Order Execution for B2B & B2C


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g) SAP Contact Center

h) SAP Trade Promotion Planning and Management

i) SAP Advanced Analytics for Trade Management

j) SAP Customer Business Planning

k) SAP Configure, Price and Quote for product configuration

l) SAP Configure, Price and Quote for solution sales configuration

m) Desktop Connection for SAP CRM – enterprise edition

5.4.2 Use of the following SAP Billing related Packages does not require a Named User

license:

a) SAP Billing

b) SAP Billing, charging

c) SAP Billing, invoicing

d) SAP Billing, customer financials

e) SAP Billing, flexible solution billing

f) SAP Billing, mediation by DigitalRoute

5.4.3 Use of the following SAP Packages does not require a Named User license:

a) SAP Digital Documents by OpenText, first 200 units

b) SAP Digital Asset Management by OpenText

c) SAP Digital Asset Management by OpenText, limited access option

d) SAP CRM Sales; SAP CRM Service; SAP CRM Marketing

5.5 SAP CRM Sales; SAP CRM Service; SAP CRM Marketing:

Use of SAP CRM Sales, SAP CRM Service and SAP CRM Marketing packages is limited

to use by Customer only to run Customer´s and its Affiliate internal business operations.

5.6 SAP CRM Sales, Limited Access; SAP CRM Service, Limited Access; SAP CRM

Marketing, Limited Access:

Licensing of SAP CRM Sales, Limited Access; SAP CRM Service, Limited Access; or

SAP CRM Marketing, Limited Access allows ´sCustomer Business Partners to access the

SAP CRM Sales; SAP CRM Service; or SAP CRM Marketing package respectively, in

accordance with the terms of the Software Agreement.

5.7 SAP Billing, charging; SAP Billing:

If SAP Billing, charging and SAP Billing Software included in the referenced products is

Used for, or in support of, billing or revenue share calculation for pre-paid

telecommunications products, services or systems in the Restricted Countries or to

remotely support prepaid telecommunication systems in the Restricted Countries then

Customer shall be obliged to obtain a license from Freedom Wireless permitting such

Use. The Restricted Countries are Australia, Brazil, Canada, China, Israel, Japan, South

Korea, Mexico and the United States. Failure to obtain a license from Freedom Wireless

permitting such use shall void and release SAP from all related warranties, including


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without limitation any warranties and/or indemnities with respect to non-infringement of

intellectual property rights to the fullest extent provided by applicable law.

5.8 SAP Enterprise Product Engineering Package:


functionality is limited to product development functionality. Use of SAP 3D Visual

Enterprise Generator is limited to 1 core of usage. Any Use in excess of the foregoing will

require licensing of the full use version of SAP 3D Visual Enterprise Generator.

5.9 SAP Enterprise Product Formulation Package:


functionality is limited to recipe development functionality.

5.10 SAP Yard Logistics:

includes Runtime Software of SAP’s Extended Warehouse Management (EWM) for sole

Use with SAP Yard Logistics. Use of SAP Extended Warehouse Management excludes

Use of processes based on inbound or outbound deliveries, material flow system related

functionality, as well as stock-keeping processes (other than Transportation Unit and Yard

related processes).

5.11 SAP ERP, supply chain integration add-on for SAP Integrated Business Planning:

may only be used to facilitate the integration of ERP with other SAP Software.

5.12 SAP Extended Sourcing and SAP Contracts Lifecycle Management:

includes the following Runtime Software: SAP BusinessObjects Enterprise, to be used

only in conjunction with SAP Extended Sourcing and SAP Contracts Lifecycle

Management.

5.13 SAP Enterprise Portfolio and Project Management, standard:

includes right to view project and portfolio information, use analytical capabilities, approve

projects, phases and decision points, fill out questionnaires, provide input for financial and

capacity planning, view and confirm assigned tasks and report project efforts. It also


Lumira, Server.

5.14 SAP Enterprise Portfolio and Project Management, professional:


Lumira, Server.

5.15 SAP Visual Enterprise:

SAP 3D Visual Enterprise Generator, SAP 3D Visual Enterprise View Edition Generator

and Optional Add-Ons. The SAP Visual Enterprise Software (f/k/a Right Hemisphere)

licensed hereunder may include certain third party open source and/or other free

download components (collectively, the “Free Download Components”). Please refer to

http://www.righthemisphere.com/oslicenses.html for certain notices relating to the Free

Download Components. Notwithstanding anything to the contrary, an individual accessing

any licensed SAP Visual Enterprise Software solely to view output files therefrom shall not

be required to hold an SAP Named User license. SAP Visual Enterprise Viewer software

http://www.righthemisphere.com/oslicenses.html


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is made available to Customers of licensed Visual Enterprise Generator, Visual Enterprise

Access and/or Visual Enterprise Author software at no additional license fee.

5.16 SAP Contact Center

includes the following Runtime Software: SAP BusinessObjects Web Intelligence and

SAP Lumira Server which excludes the following rights:

a) Creation of a new Lumira document using Lumira Server

b) modification of existing Lumira documents using Lumira Server

5.17 SAP ERP limited runtime edition

may only be Used to the extent necessary to operate other Software licensed by

Customer under the Agreement, provided SAP Documentation indicates such other

Software technically requires the functions of SAP ERP in order to operate such other

Software. Use of SAP ERP limited runtime edition does not require a Named User

license. SAP ERP limited runtime edition is only available to S/4HANA Software

Customer´s.

6. INDUSTRY PORTFOLIO

6.1 SAP Tax, Benefits, and Payment processing for Public sector:

includes any user necessary for SAP Gateway access.

A Named User License for Tax, Benefits, and Payment Processing for Public Sector is not

needed for external users representing the contact (e. g. taxpayer or tax accountants on

behalf of the taxpayer accessing the system for online filing and payments), unless they

are working on behalf of the Customer (e. g. a job assessor...)

6.2 Regulatory Reporting by iBS, Accounts; Regulatory Reporting by iBS, Derivatives;

Regulatory Reporting by iBS, P/C/S Cashflow; Regulatory Reporting by iBS, Retail

Cashflow:

Licensed iBS software may only be Used to support Customer´s German, Austrian and/or

Swiss business operations.

6.3 SAP Business Integrity Screening:

includes the following Runtime Software: (i) SAP Lumira Discovery and (ii) read-only

access to Automated Predictive Libraries (APL) and Predictive Analytics Integrator (PAI).

When the Software is used with Limited HANA Runtime, HANA Studio and WEB IDE may

be used for application specific data modeling, including, but not limited to, table creation

and extensions.

6.4 Cerner i.s.h.med from SAP, core bundle:

may not be deployed in, or used or accessed by any individuals located in: Afghanistan,

Albania, Algeria, Monaco, South Sudan, Sweden, or the United States of America.

6.5 SAP Budgeting for Public Sector:

includes the following Runtime Software: SAP Business Planning and Consolidation

version for SAP NetWeaver (planning only).

6.6 SAP Mobile Inclusive Banking, SAP Omnichannel Banking, digital legal person

option, SAP Omnichannel Banking, digital natural person option


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The referenced Mobile Apps includes mobile platform functionality for use with the Mobile

Apps.

SAP Customer Profitability Analytics

a) includes the following Runtime Software: read-only access to:

b) Automated Predictive Libraries (APL); and

c) Predictive Analytics Integrator (PAI).

6.8 Card management:

includes the following Runtime Software: Transactional Banking, Retail Banking; SAP

Payment Engine, all to be used only in conjunction with card management.

6.9 The SAP Predictive Maintenance and Service, add on for utilities:

is not designed to process personal data.

7. THIRD PARTY RESELLING

7.1 SAP LoadRunner by Micro Focus (“LR”):

Customer´s use of the LR software is limited solely to testing or monitoring pre-production

SAP Software (including any and all software required to operate the particular SAP

Software, further including the SAP Software’s associated operating systems, databases,

application servers, etc) only in quality assurance and similar non-production

environments, and may only be used on a single server.

7.2 SAP Archiving and Document Access by OpenText (“DA”):

Use is defined as access by employees and contractors who use the SAP Software

components e.g. enterprise scan, business process views, full text search, etc. and/or

store or retrieve documents on the OpenText Archive Server. Support for data archiving

and access of archived data as well as support for SAP Information Lifecycle

Management is included for the licensed entity as long as Customer has licensed the

minimum number of SAP Document Access by Open Text users.

7.3 SAP SucccessFactors Extended Enterprise Management by OpenText:

is limited for use in the context of SAP SuccessFactors and HR scenarios/employee

related-documents

7.4 SAP Extended ECM for Government by OpenText (“xECM for Government is limited

to use by government entities. For this purpose, ‘government’ means the governing body

of a political unit such as a nation, state or community. It is the body that establishes or

administers laws or regulations and exercises the political direction and control of the

affairs of the political unit. It excludes any organization that provides goods or services

that are offered by the private sector in any western democratic country, such as utilities,

banks, mining, and also excludes any quasi-governmental or quasi-public corporations or

entities. xECM for Government contains a limited use license of SAP Document

Presentment by OpenText (“DP”), SAP Document Presentment by OpenText, add on for

business correspondence (“DP add-on”), and SAP OCR functionality that must only be

used in conjunction with the xECM for Government solution. Broader usage of these


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components requires separate additional licensing. DP and DP add-on are limited to

100,000 transactions per year. The OCR functionality is an optional component that is

compatible only with Microsoft SQL Server Database, and is limited to 1,000,000 pages

per year. When Customer´s licenses Software for internal users according to this metric,

the license includes the right for individuals/citizens external to the Cusstomer`s

organization (i.e. other than employee, contract worker and outsourcer), to upload or

download content/documents that are stored by the OpenText Solution, but such use is

restricted to use directly related to the governmental use authorized above. Use in any

other capacity by individuals/citizens external to the Customer`s organization is

prohibited.

7.5 SAP Archiving and Document Access by OpenText, Limited Access option, SAP

Extended ECM by OpenText, Limited Access option:

Each of Customer´s Users are limited to 52 Login Days per year. A “Login Day” means a

day with 1 or more logins to the software by such user.

7.6 BSI U.S. Payroll Tax Processing :

The BSI software is licensed for use in conjunction with the payroll functionality contained

in the SAP Payroll Software, which must be separately licensed. In addition, the license

for the BSI software is limited for use on a single Platform at a time (with the exception of

a Platform migration period as BSI may allow). For purposes herein, the term “Platform”

shall mean a single BSI Supported Configuration of the following: a single database,

single server, single client software, and single operating system. For purposes herein,

“BSI Supported Configuration” shall mean a configuration for which BSI makes support

available for SAP Customer´s of the BSI software. The BSI software license does not

include a license to use any third party database, server, client software, or operating

system. If Customer wishes to change the Platform: (i) Customer shall provide SAP

written notice of the same and complete a Platform Change form (in a format acceptable

to BSI); and (ii) SAP shall allow such change to the extent and under the conditions BSI

generally makes available to SAP, including without limitation Customer´s payment of any

platform change fees that apply. Special maintenance agreement required.

7.7 SAP Enterprise Asset Management, S/4HANA add-on for MRO by HCL, base

package:

includes 100 professional and 400 standard users.

8. SAP NetWeaver

8.1 General terms applicable to use of SAP Netweaver

8.1.1 Adapters are only available with a SAP NetWeaver PI license and are licensed for a

defined release of a backend system or protocol. Maintenance for adapters covers the

support of connectivity to a backend system or compliance to a protocol specification at

that given release at the time of licensing. It is within SAP’s sole discretion to extend the

use rights of an adapter (either partly or fully) to a higher release of the respective

backend system or protocol. This applies to change of version of protocols as well.


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8.1.2 Provided Customer has licensed an SAP software component based on SAP NetWeaver,

Customer shall have rights to SAP Fiori and SAP Screen Personas. SAP Fiori and SAP

Screen Personas software usage rights are included in the respective SAP NetWeaver

Software components to the extent of Customer´s licensed use rights for such SAP

prerequisite components.

8.1.3 Provided Customer has licensed an SAP software component based on SAP NetWeaver,

Customer shall have rights to Use the following Runtime Software: SAP Information

Lifecycle Management (“ILM”). Use is limited to SAP ILM and ILM Store components

only for

a) storing and archiving files to filesystem, Hadoop, HANA, and IQ,

b) blocking and deleting personal data within a specified time period or at the end of a

specified time period. This runtime license excludes use of any other capabilities of

SAP Information Lifecycle Management.

8.1.4 SAP NetWeaver Foundation Runtime License:

An application-specific runtime license of SAP NetWeaver Foundation is included with all

Software Package licenses provided that SAP NetWeaver is delivered with the software.

This runtime license grants the Customer the right to Use SAP NetWeaver Foundation

only with

a) the licensed SAP application (including customization),

b) Modifications

c) Add-Ons to the SAP application that do not access the information contained in the

database of the SAP applications, and

d) third party applications that do not access the information contained in the database of

the SAP applications.

Customer´s Developer Users may Use the tools included in SAP NetWeaver Foundation

runtime license only for the development of these Modifications and Add-Ons described

above. Customer´s Use of the Planning Application Kit to develop planning applications

that leverage in-memory processing of core planning functions requires a separate

license for the applicable version of SAP Business Planning and Consolidation.

8.2 SAP NetWeaver OpenHub:

For purposes of SAP Netweaver OpenHub, “SAP BW” means the SAP Business

Warehouse functionality included in SAP ERP, and does not include other Business

Warehouse products such as SAP BW4/HANA. With this license, data may be exported

out of SAP BW into non-SAP software applications in an asynchronous, non real-time

manner. Once data is asynchronously extracted to non-SAP software, there are no

additional license fees for SAP Named Users required, provided the use of such data

does not result in any updates to and/or trigger any processing capabilities of any

licensed Software. For the purposes of this Section “asynchronous extraction” means

downloading data in bulk (i.e., not in response to a real-time Named User or system-

generated reporting query) for analytical purposes. Notwithstanding anything to the

contrary, provided Customer also has a valid license for SAP Digital Access, humans

may Use SAP BW through non-SAP software to export data out of SAP BW in a real time

manner without the need to be licensed as a “Named User” of SAP ERP, and (b) non-


66

humans (e.g. bots, sensors, chips, devices, etc.) may Use SAP BW directly or through

non-SAP software to export data out of SAP BW in a non-real-time or real time manner

without the need to be licensed as “Named User(s)” of SAP ERP.

8.3 SAP Enterprise Master Data Management:

For all Enterprise Master Data Management scenarios based on SAP NetWeaver Master

Data Management products, a SAP Professional Named User license is required for

users maintaining MDM data.

Since MDM may be deployed at ERP/ECC and share the same persistency layer it’s

critical to distinguish active and inactive records. The license only assumes charging for

the former and the latter may come in a few flavors:

a) If an object is marked for deletion in ERP/ECC before MDM is deployed then it is

considered inactive and not counted for the license blocks.

b) If an object is marked for deletion in ERP/ECC after MDM is deployed then it is

considered active and counted for the license blocks.

c) If a Customer developed a custom solution for the “other” domain and loads some data

to MDM then prior to loading the Customer should create a definition of inactive

records and specify what field(s) mark such records. The marked for deletion objects

are not counted for the license blocks. If there is no such a definition then all the

objects are considered active.

d) If an object is physically deleted from MDM or archived then it is not counted for the

license blocks.

8.4 SAP Identity Management:

may be used by Customer to integrate Customer´s SAP applications as part of an

application-specific runtime license of SAP NetWeaver Foundation. Customer is allowed

to use SAP Lumira Discovery Runtime Software.

8.5 SAP Process Orchestration, Edge edition premier option:

includes the rights to use SAP Process Orchestration and SAP Data Integrator, Edge

edition. Each 1 Core license of SAP Process Orchestration, Edge edition premier option

includes the rights to 1 Concurrent Session of SAP PowerDesigner EnterpriseArchitect,

fifty (50) Users of SAP Single Sign-On and 50 Users of SAP Identity Management. The

total number of Cores licensed represents the maximum total cumulative Cores on which

all of the Software included in SAP Process Orchestration, Edge edition, premier option

may be installed and Used, excluding SAP Sybase PowerDesigner EnterpriseArchitect,

SAP Single Sign-On, and SAP Identity Management which do not count against total

Cores. The Use of SAP Process Orchestration, Edge edition, premier option is limited to a

maximum of 8 Cores.

8.6 SAP Process Orchestration, Edge edition, standard option:

includes the rights to use SAP Process Orchestration. Each one (1) Core license of SAP

Process Orchestration, Edge edition, standard option includes the rights to one (1)

Concurrent Session of SAP PowerDesigner EnterpriseArchitect. The total number of

Cores licensed represents the maximum total cumulative Cores on which all of the

Software included in SAP Process Orchestration, Edge edition, standard option may be

installed and Used, excluding SAP PowerDesigner EnterpriseArchitect which does not


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count against total Cores. The Use of SAP Process Orchestration, Edge edition, standard

option is limited to a maximum of 8 Cores.

8.7 SAP Landscape Management:

Customer acknowledges and agrees that it is Customer´s responsibility to ensure that it

has all necessary third party license rights required to clone and/or copy an environment

using this software, and Customer has obtained and will maintain all such license rights

necessary to use the functionality described herein, including without limitation the license

right to operate the target system landscape after cloning and/or copying. Without limiting

the materiality of other provisions of the Software Agreement, the parties agree that any

violation by Customer of third party license rights in this respect will be a material breach

of the Software Agreement. Licenses for SAP Landscape Management must be assigned

to a specific SAP system id, and can only be reassigned to a different system id once in a

1-month period.

8.8 SAP Enterprise Threat Detection:

includes a limited runtime license for SAP HANA Streaming Analytics

8.9 SAP Intelligent Business Operations bundle:

includes the rights to use SAP Process Orchestration, SAP HANA Streaming Analytics

Option and SAP HANA Operational Process Intelligence Option. Use of SAP HANA

Streaming Analytics shall be solely limited to interacting with other Software components

included in SAP Intelligent Business Operations bundle. Use of SAP HANA Operational

Process Intelligence Option is restricted to

a) data from the included SAP Process Orchestration and SAP HANA Streaming

Analytics Software, and

b) data from SAP ERP or SAP S/4HANA applications, if licensed separately by the -

Customer. Each 1 Core license of SAP Intelligent Business Operations bundle includes

the rights to 1 Concurrent Session of SAP PowerDesigner EnterpriseArchitect. The

total number of Cores licensed represents the maximum total cumulative Cores on

which all of the Software included in SAP Intelligent Business Operations bundle may

be installed and Used, excluding SAP HANA Operational Process Intelligence Option

and SAP PowerDesigner EnterpriseArchitect which do not count against total Cores.

8.10 SAP Information Lifecycle Management (“ILM”):

includes a restricted runtime license of SAP Landscape Transformation, Replication

Server (“SLT”) ILM includes a restricted runtime license of 4 cores of SAP IQ to be used

solely as a data store for ILM.

8.11 Productivity Apps:

Productivity Apps are any Customer owned/licensed application, provided such apps:

a) are only used by an individual to support 1 or more of the following self service

functions on behalf of himself or herself (predefined reports, travel planning, expense

reporting, procurement, room reservation, employee time, employee attendance,

employee records maintenance, employee directory, employee benefits, employee

appraisals, employee talent and skills profiles) (the “Self Service Functions”); and


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b) any interfacing of such apps with the Software and/or Third party Software licensed

under the Software Contract is limited to the extent necessary to support the Self

Service Functions. Important Notice: The Use of Productivity Apps may require

licenses for NetWeaver Foundation for Third Party Applications. A direct access to a

database (including but not limited to Oracle and/or Microsoft databases) or the

information contained therein may require Full Use licenses for that database. It is

Customer´s responsibility to secure all appropriate rights from any applicable

licensor(s).

8.12 SAP NetWeaver Foundation for Third Party Applications:

8.12.1 The SAP NetWeaver Foundation for Third Party Applications license grants the

Customer, in addition to the SAP NetWeaver Foundation runtime license, the right to Use

the SAP NetWeaver Foundation for Third Party Applications Software with

a) Add-Ons to the SAP application that access the information contained in the database

of the SAP applications , and

b) third party applications that access the information contained in the database of the

SAP applications.

Important Notices:

8.12.2 Add-Ons and third party applications that solely contain functionality for system

administration, monitoring and management do not require a license for SAP NetWeaver

Foundation for Third Party Applications.

8.12.3 Access to the information contained in a database (including but not limited to Oracle

and/or Microsoft databases) may require Full Use licenses for that database. It is

Customer´s responsibility to secure all appropriate rights from any applicable licensor(s).

8.12.4 (*)Customer´s Developer Users may Use the tools included in SAP NetWeaver

Foundation for Third Party Applications license for the development of these Add-Ons

described above.

8.12.5 Mixing Core-base and user-based license metrics for SAP NetWeaver Foundation for

Third Party Applications is not permitted. Customer`s must decide the first time they

purchase or license SAP NetWeaver Foundation for Third Party Applications which

license metric (user-based or Core-based) they will use.

9. SAP BUSINESS OBJECTS

9.1 Non-Productive Use:

Customer may Use the SAP BusinessObjects Software on an unlimited number Non-

Productive Installations, provided the number of Users or Concurrent Sessions on any

individual Non-Productive Installation does not exceed the total number of licensed Users

or Concurrent Sessions. Non-Productive Installation means installations such as

development, test, and disaster recovery which are not used in a productive manner.

10. SAP BUSINESSOBJECTS BUSINESS INTELLIGENCE SOLUTIONS

10.1 SAP BusinessObjects Business Intelligence:

10.1.1 SAP Business Objects Enterprise (user), and SAP BusinessObjects Enterprise (CS)

include 1 Concurrent Session license of SAP PowerDesigner EnterpriseArchitect and the

following Runtime Software:


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a) SAP BusinessObjects BI SDK - the use of any SAP BusinessObjects BI SDK in any

commercial software product for the purposes of connecting data accessed via SAP

BusinessObjects semantic layers or documents with third party products is prohibited

without the written consent of SAP. The use of any SAP BusinessObjects BI SDK in

any commercial software product for the purposes of converting SAP BusinessObjects

content or metadata to third party products is not allowed.

c) SAP IQ which can be deployed on multiple instances, so long as total number of cores

deployed across all instances does not exceed 8 cores

d) Data Integrator (DI) which may be deployed on multiple instances, so long as total

number of cores deployed across all instances does not exceed 8 Cores, and the DI

instances are not clustered. Use of the Data Integrator runtime (i) does not include Text

Data Processing and (ii) may only load data into 1 target datastore.

10.1.2 SAP BusinessObjects Web Intelligence (user), and SAP BusinessObjects Web

Intelligence (CS) include runtime license to use SAP BusinessObjects BI SDK. The use

of any SAP BusinessObjects BI SDK in any commercial software product for the purposes

of connecting data accessed via SAP BusinessObjects semantic layers or documents

with third party products is prohibited without the written consent of SAP.

10.1.3 The use of any SAP BusinessObjects BI SDK in any commercial software product for the

purposes of converting SAP BusinessObjects content or metadata to third party products

is not allowed.

10.1.4 For a single Deployment of SAP BusinessObjects BI platform only 1 edition can be used:

either SAP BusinessObjects Enterprise, or SAP BusinessObjects Web Intelligence model.

Limitations for SAP BusinessObjects Enterprise (user) and SAP BusinessObjects Web

Intelligence (user): 1 User can create a maximum of 10 simultaneous sessions.

10.1.5 Limitations for SAP BusinessObjects Enterprise (CS): The following Use rights are not

available with the Concurrent Session license:

a) Use of Business View Manager, Report Conversion Tool, Universe Design Tool, Web

Service Query Tool, Information Design Tool, Translation Management Tool, Data

Federation Administration Tool, Central Management Console, and/or Central

Configuration Manager

b) Use of the Crystal Reports desktop client, and/or Crystal Reports for Enterprise

desktop client

c) Use of the Web Intelligence Rich Client

d) Use of the SAP Lumira desktop client

e) Use of the SAP BusinessObjects Design Studio desktop client, SAP BusinessObjects

Design Studio runtime for SAP BW, and/or SAP BusinessObjects Design Studio

runtime for SAP HANA

f) Use of Analysis edition for Microsoft Office with the SAP NetWeaver platform

10.1.6 Limitations for SAP BusinessObjects Web Intelligence (CS): The following Use rights are

not available with the Concurrent Session license.


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a) Use of Business View Manager, Report Conversion Tool, Universe Design Tool, Web

Service Query Tool, Information Design Tool, Translation Management Tool, Data

Federation Administration Tool, Central Management Console, and/or Central

Configuration Manager

b) Use of the Web Intelligence Rich Client

10.1.7 Oracle OLAP Data Provider for SAP BusinessObjects BI (OODP). Customer´s license

rights for SAP BusinessObjects Enterprise include a runtime license for the OODP.

Customer´s Use of the OODP Runtime Software is limited solely to connecting SAP

BusinessObjects BI software both directly and indirectly to Oracle OLAP Data. It cannot

be used to provide data to non-SAP products or those outside the BI and Predictive

Analytics Suite.

10.1.8 SQL Anywhere. Customer´s license rights for SAP BusinessObjects Enterprise include a

runtime license for the SQL Anywhere database.

10.2 SAP BusinessObjects Enterprise, public document:

Usage of desktop tools are not permitted under this license. Usage of features that modify

the structure of the data set including (but not limited to) the Web Intelligence Query

Panel, and Lumira Prepare tab are not permitted under this license. This license must be

used in a separate Deployment from all other license models. No security can be put on

the document – it must be completely public. All public document access in a given

deployment must be funneled through the included SAP BusinessObjects Enterprise

(License Metric: user) license.

10.3 SAP BusinessObjects Dashboards:

“Connected Presentation” means any SWF file created with SAP BusinessObjects

Dashboards that refreshes, or otherwise changes the data contained in such SWF file (or

SWF file exported to other supported file formats (e.g. PDF, AIR, PPT)),

Connected Presentations may be used only for Customers internal business purposes

and not pursuant to a commercial sale, rental, or lease of the Connected Presentations

(whether alone or in combination with another program or product).

11. SAP ENTERPRISE INFORMATION MANAGEMENT SOLUTIONS

11.1 SAP Enterprise Information Management (EIM) Packages:

The total number of Cores licensed represents the maximum total cumulative Cores on

which all of the Software included in the EIM packages may be installed and Used.

Directories are not included and must be licensed separately.

11.2 SAP Data Services:

includes a restricted runtime license for 4 Core licenses of SAP Information Steward as

Runtime Software. Use of such SAP Information Steward Runtime Software is limited to

Cleansing Package Builder and the Basic and Advanced Profiling capabilities. These

profiling capabilities do not include the ability to write data quality rules and create

scorecards in SAP Information Steward.

11.3 SAP Data Services, enterprise edition:


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SAP PowerDesigner EnterpriseArchitect does not count against total Cores. SAP Data

Services, enterprise edition includes 10 Concurrent Sessions of SAP PowerDesigner

EnterpriseArchitect.

11.4 SAP Data Integrator, premium edition:

SAP PowerDesigner EnterpriseArchitect does not count against total Cores. SAP Data

Integrator, premium edition includes 5 Concurrent Sessions of SAP PowerDesigner

EnterpriseArchitect.

12. SAP ENTERPRISE PERFORMANCE MANAGEMENT

12.1 Enterprise Performance Management Professional Edition Packages

12.1.1 The Enterprise Performance Management Professional Edition Packages (“EPM

Professional Ed.”) include the following:

a) SAP Business Planning & Consolidation, version for Microsoft Platform, professional

edition

b) SAP Business Planning & Consolidation, version for SAP NetWeaver, professional

edition

c) SAP Business Planning & Consolidation version for SAP NetWeaver (planning only),

professional edition

d) SAP Profitability and Cost Management, professional edition

e) SAP Disclosure Management, professional edition

12.1.2 The Enterprise Performance Management Standard Edition Packages (“EPM Standard

Ed.”) includes the following:

a) SAP Business Planning & Consolidation, version for Microsoft Platform, standard

edition

b) SAP Business Planning & Consolidation, version for SAP NetWeaver, standard edition

c) SAP Business Planning & Consolidation, version for SAP NetWeaver (planning only),

standard edition

d) SAP Profitability and Cost Management, standard edition

e) SAP Disclosure Management, standard edition

12.1.3 Data from EPM Standard Ed and EPM Professional Ed packages may only be extracted

in the form of static reports (i.e. pdf). The only allowed exception is data from SAP

Business Planning & Consolidation can be transferred to SAP Analytics Cloud for

planning. Any user viewing the data in a form other than the EPM system UIs or via a

static report requires an EPM Professional Ed. or EPM Standard Ed package license.

12.1.4 The EPM Standard Ed. and EPM Professional Ed. include the following Runtime

Software:

a) SAP BusinessObjects Business Intelligence Platform which is limited to use of the

following:

b) use of the Central Management Server (“CMS”) to authenticate and/or authorize users

for the applications;


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c) use of the Central Management Console (“CMC”) to administer user rights and

privileges as they pertain to the applications.

12.2 Enterprise Performance Management Standard Edition Packages:

Use is limited to

a) direct input and/or editing of quantitative and qualitative data into the application;

b) execution of existing reports or creation of reports on existing data structures;

c) execution of changes to workflow tasks; and

d) viewing data, except that users accessing the package through an interface are limited

to viewing data only. Consolidation functionality is limited to running controls on data

submitted by Licensed users. Planning functionality is limited to performing planning

tasks only on existing models.

12.3 SAP Business Planning and Consolidation, version for SAP NetWeaver (planning

only) only:

may be used solely for the creation and calculation of budget, plan, or forecast data

(forward looking data). The calculation and reporting of the consolidated financial results

of a group of companies or for separate financial statement reporting where the

application is being used to calculate and report investments at equity, applying generally

accepted accounting concepts related to accounting for business combinations and / or

equity accounting for investments is not permitted.

12.4 SAP Business Planning and Consolidation, version for SAP BW/4HANA and SAP

Business Planning and Consolidation, version for SAP BW/4HANA (planning only):

12.4.1 include the following Runtime Software:

a) SAP BW/4HANA

b) SAP Business Planning and Consolidation, version for SAP NetWeaver which can be

deployed only in an SAP S/4HANA deployment

12.4.2 Data from SAP Business Planning and Consolidation, version for SAP BW/4HANA and

SAP Business Planning and Consolidation, version for SAP BW/4HANA (planning only)

may only be extracted in the form of static reports (i.e. pdf) or transferred to SAP Analytics

Cloud for planning. Any user viewing the data in a form other than the Enterprise

Performance Management system UIs or via a static report requires an SAP Business

Planning and Consolidation, version for SAP BW/4HANA license or SAP Business

Planning and Consolidation, version for SAP BW/4HANA (planning only) license.

12.5 SAP Business Planning and Consolidation, version for SAP BW/4HANA, Standard

Ed. and SAP Business Planning and Consolidation, version for SAP BW/4HANA

(planning only), Standard Ed:

Use is limited to:

a) direct input and/or editing of quantitative and qualitative data into the application;

b) execution of existing reports or creation of reports on existing data structures;

c) execution of changes to workflow tasks; and


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d) viewing data, except that users accessing the package through an interface are limited

to viewing data only. Consolidation functionality is limited to running controls on data

submitted by Licensed users. Planning functionality is limited to performing planning

tasks only on existing models.

12.6 SAP Planning and Consolidation, version for SAP BW/4HANA license (planning

only):

may be used solely for the creation and calculation of budget, plan, or forecast data. The

calculation and reporting of the consolidated financial results of a group of companies or

for separate financial statement reporting where the application is being used to calculate

and report investments at equity, applying generally accepted accounting concepts

related to accounting for business combinations and / or equity accounting for

investments is not permitted.

13. SAP GOVERNANCE, RISK AND COMPLIANCE SOLUTIONS

13.1 SAP Governance, Risk and Compliance Solutions:

13.1.1 The following SAP Governance, Risk and Compliance (GRC) solutions include SAP

BusinessObjects Enterprise as Runtime Software.

• SAP Process Control

• SAP Risk Management

• SAP Enterprise Risk and Compliance Management,

• SAP GTS (all editions)

• SAP Electronic Invoicing f. Brazil (NFE - Inbound)

• SAP Electronic Invoicing f. Brazil (NFE - Outbound)

• SAP Process Control for S/4HANA

• SAP Risk Management for S/4HANA

• SAP Enterprise Risk and Compliance Management


• SAP Electronic Invoicing f. Brazil (NFE - Inbound) for S/4HANA

• SAP Electronic Invoicing f. Brazil (NFE - Outbound) for S/4HANA

13.1.2 The following SAP Governance, Risk and Compliance (GRC) solutions include SAP

Crystal Reports, SAP BusinessObjects Enterprise as Runtime Software:










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• SAP Access Control

• SAP Access Control for S/4HANA

• SAP Tax Compliance

• SAP Tax Compliance for SAP S/4HANA

13.1.3 The following SAP Governance, Risk and Compliance (GRC) solutions are limited

(regardless of how many blocks of GRC are licensed) to 10 Users of the Following

Runtime Software: SAP BusinessObjects Enterprise as Runtime Software:

i. SAP Access Control

ii. SAP Access Control for S/4 HANA

13.1.4 The following SAP Governance, Risk and Compliance (GRC) solutions include the

following Runtime Software:

i. SAP Lumira Discovery.

ii. SAP Identity Management

13.1.5 The following SAP Governance, Risk and Compliance (GRC) solutions include Runtime

Software of SAP Lumira Server which excludes the following rights: (i) Creation of a new

Lumira document using Lumira Server and (ii) Modification of existing Lumira documents

using Lumira Server:





• SAP GTS, Export

• SAP GTS, Import

• SAP GTS, Trade Preferences

• SAP GTS, Bundle



• SAP Audit Management

• SAP Business Integrity Screening

• SAP Business Integrity Screening for S/4HANA



• SAP Audit Management for S/4HANA

• SAP GTS, processing trade in China



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13.2 SAP Tax Compliance, SAP Tax Compliance for S/4 HANA:

SAP Tax Compliance includes the following Runtime Software:


• SAP BusinessObjects Enterprise limited to five Users per block of Licensed Metric for

the Software

• read-only access to Automated Predictive Libraries (APL) and Predictive Analytics

Integrator (PAI)

13.3 SAP Business Partner Screening, SAP Business Partner Screening for S/4 HANA:

SAP Business Partner Screening includes the following Runtime Software:


14. SAP BUSINESSOBJECTS SOLUTIONS FOR SMEE

14.1 SAP Data Services, Edge edition and Data Integrator, Edge edition (Edge EIM

Solutions:


which all of the Software included in SAP Data Services Edge edition may be installed

and Used Directories are not included in any of the Edge EIM Solutions and must be

licensed separately. Each deployment of any of the Edge SAP EIM Solutions is limited to

a single server, with a minimum of 4 Cores and a maximum of 8 Cores.

14.2 SAP Business Planning and Consolidation, Edge edition, version for SAP

NetWeaver:

The licensing of the SAP Business Planning and Consolidation Edge edition, version for

SAP NetWeaver is restricted to 70 users maximum on a maximum deployment of a single

application server.

14.3 SAP BusinessObjects BI, Edge edition (BI Edge):

14.3.1 Each Deployment of SAP BusinessObjects BI, Edge edition (BI Edge) has maximum

limits of 100 named users and 50 Concurrent Sessions on a single server. SAP

BusinessObjects BI, Edge edition can be installed on a separate server solely for the

purpose of using with SAP Lumira Server. The license includes the following Runtime

Software:

a) SAP IQ and

b) Data Integrator both of which may be deployed on the same server as the SAP BI

Edge platform, or on a separate server up to a maximum of 8 cores in the case of SAP

IQ or a maximum of 8 Cores in the case of Data Integrator. The license also includes 1

Concurrent Session license of SAP PowerDesigner DataArchitect Edge Edition.

14.3.2 Use of the Data Integrator runtime may only load data into 1 target datastore.

14.3.3 Use of SAP IQ Runtime Software is limited to access by and through the SAP BI Edge

platform. The only allowed exception is data in SAP IQ Runtime Software may be

accessed by SAP Analytics Cloud.


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Certain functions of BI Edge are only supported with a User license metric, not with a

Concurrent Session license (refer to “Concurrent Session Limitations” in 0). The use of

any SAP BusinessObjects BI SDK in any commercial software product for the purposes of

connecting data accessed via SAP BusinessObjects semantic layers or documents with

third party products is prohibited without the written consent of SAP. The use of any SAP

BusinessObjects BI SDK in any commercial software product for the purposes of

converting SAP BusinessObjects content or metadata to third party products is not

allowed.

14.4 SAP BW/4HANA

includes the following Runtime Software: SAP Landscape Transformation, enterprise

edition.

15. SAP Crystal

15.1 Use Rights for All SAP Crystal Products

15.1.1 Definitions

15.1.1.1“SAP Crystal Software” is defined to be the following products: SAP Crystal Reports,

SAP Crystal Server, SAP Crystal Reports Server and SAP Crystal Dashboard Design

15.1.1.2“Desktop SAP Crystal software” is defined to be all SAP Crystal products except for

SAP Crystal Server and SAP Crystal Reports Server.

15.1.1.3“Connected Presentation” means any SWF file created with SAP Crystal Dashboard

Design that refresh, publish, push or otherwise change data contained in such SWF file

(or SWF file exported to other supported file formats (e.g., PDF, AIR, PPT)),

15.1.2 SAP Crystal Software Usage Customer may use SAP Crystal software to deliver training

and consulting services for such SAP Crystal software, provided that each individual

receiving the benefits of the training or consulting services has acquired a license

separately to use the applicable SAP Crystal Software.

15.1.3 Desktop SAP Crystal Software Usage: With the exception of Connected Presentations,

and subject to Section 7.2.8, Customer may distribute the output files (e.g. PDF, SWF,

XLF, WID or RPT file format) generated by the Desktop SAP Crystal software to third

parties provided that Customer complies with the following requirements:

a) the output files reside outside of the Software and do not Use the Software;

b) Customer remains solely responsible for support, technical or other assistance,

required or requested by anyone receiving such output files;

c) Customer does not use the name, logo, or trademark of Licensor, or the Software,

without prior written permission from SAP;

d) Customer will defend, indemnify and hold SAP harmless against any claims or

liabilities arising out of the use, reproduction or distribution of output files;

e) Customer shall secure the end user’s (“End User”) consent to terms substantially

similar to the terms set forth in Section 15.2.7.

15.1.4. Training Workstation License for Desktop SAP Crystal software: When Desktop SAP

Crystal software is used on a workstation that is used exclusively for training, the license


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applies to the workstation and not the named user using the Software. 1 license is

required per training workstation.

15.1.5. Use of Screenshots and wordmarks for SAP Crystal software. Customer may reproduce

and distribute screen shots and wordmarks for SAP Crystal software in documents or

media provided that:

a) The document or media isn’t for commercial training material or third party training

material and/or for-profit training material.

b) Customer´s use may not be obscene or pornographic, and Customer may not be

disparaging, defamatory, or libelous to SAP, any of its software, or any other person or

entity.

c) Customer´suse may not directly or indirectly imply SAP sponsorship, affiliation, or

endorsement of Customer´sproduct or service.

d) Customer may not use the screen shot in a comparative advertisement

e) Customer may not alter the screen shot in any way except to resize or crop the screen

shot.

f) Customer may not include portions of a screen shot in other product user interface.

g) Customer may not use screen shots that contain third-party content unless Customer

has obtained the express permission from the third-party.

h) Customer must include the following copyright attribution statement: "SAP product

screen shot(s) reprinted with permission from SAP."

i) If Customer´use includes references to a SAP Software, Customer must use the full

name of the Software.

j) Customermay not use a screen shot that contains an image of an identifiable individual

unless Customerhas obtained permission from the individual.

15.2 SAP Crystal Reports runtime product

15.2.1 Scope:

This section applies to the runtime product included in SAP Crystal Reports 2008, Crystal

Reports XI, SAP Crystal Reports for Visual Studio 2010, and SAP Crystal Reports for

Eclipse.

15.2.2 Definitions:

15.2.2.1“Client Application” means an application developed by Customerthat a) utilizes the

Runtime Product, b) is installed fully on an end user’s machine, with all report processing

local to that machine, and c) adds significant and primary functionality to the Runtime

Product.

15.2.2.2“Internal Installation” or “Internally Install” means installing into production Client

Applications and/or Server Applications on 1 or more computers within

Customer´scompany or organization only in connection with Customer´s internal business

purposes.

15.2.2.3“Distribution” or “Distribute” means selling, leasing, licensing or redistributing Client

Applications and/or Server Applications to third party end users external to Customer´s

company or organization.


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15.2.2.4“Runtime Product” means the version specific files and application program interfaces

(APIs) specified in the RUNTIME.TXT file provided with SAP Crystal Reports 2008, SAP

Crystal Reports for Eclipse 2.0, and SAP Crystal Reports for Visual Studio 2010.

15.2.2.5“Server Application” means an application developed by Customerthat a) utilizes the

Runtime Product, b) allows more than 1 user to Use the Runtime Product through any

middle tier application(s), and c) adds significant and primary functionality to the Runtime

Product. A Client Application installed in a Windows terminal server environment (e.g.

Citrix or Microsoft Remote Desktop Platform) is a Server Application.

15.2.3 Usage

Customermay install and use a single copy of the Runtime Product to develop Client

Applications and Server Applications. The Distribution and Internal Installation terms and

conditions differ based on the type of applications Customerdevelops, as described in the

following sections.

15.2.4 Internal Installation of Client Applications and Server Applications:

Licensor grants Customer a personal, nonexclusive, limited license to Internally Install the

Runtime Product with Client Applications and Server Applications.

15.2.5 Distribution of Client Applications:

Subject to Customer´s compliance with all of the terms herein, including without limitation

section 7.2.7, Licensor grants Customera personal, nonexclusive, limited license to

Distribute Client Applications.

15.2.6 Distribution of Server Applications:

Subject to Customer´s compliance with all of the terms herein, including without limitation

section 7.2.7, Licensor grants Customera personal, nonexclusive limited license to

Distribute Server Applications to third parties provided that the Customer has acquired a

licensed copy of Crystal Reports for each Deployment of a Server Application that is

Distributed, and the version of the Runtime Product utilized by such Server Application is

the same version as Customer´s licensed copy of Crystal Reports.

15.2.7 Runtime Product Distribution Requirements

If Customerdistributes the Runtime Product to third parties pursuant to sections 15.2.5 or

15.2.6, Customer shall comply with the following requirements:

a) Customerremains solely responsible for support, service, upgrades, and technical or

other assistance, required or requested by anyone receiving such Runtime Product

copies or sample applications;

b) Customerdoes not use the name, logo, or trademark of Licensor, or the Software,

without prior written permission from SAP;

c) Customerwill defend, indemnify and hold SAP harmless against any claims or liabilities

arising out of the use, reproduction or distribution of Runtime Product or the

associated application;

d) Customershall not distribute the Runtime Product with any general-purpose report

writing, data analysis or report delivery product or any other product that performs the

same or similar functions as SAP’s product offerings; and


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e) Customershall secure the end user’s (“End User”) consent to terms substantially

similar to the following:

i. End User agrees not to modify, disassemble, decompile, translate, adapt or reverse-engineer the

Runtime Product or the report file (.RPT) format;

ii. End User agrees not to distribute the Runtime Product to any third party or use the Runtime

Product on a rental or timesharing basis or to operate a service bureau facility for the benefit of

third-parties;

iii. End User agrees not to use the Runtime Product to create for distribution a product that is

generally competitive with SAP’s product offerings;

iv. End User agrees not to use the Runtime Product to create for distribution a product that converts

the report file (.RPT) format to an alternative report file format used by any general-purpose

report writing, data analysis or report delivery product that is not the property of SAP;

15.2.8 SAP AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING

WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. SAP AND ITS

SUPPLIERS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DIRECT, INDIRECT,

CONSEQUENTIAL, INCIDENTAL, PUNITIVE, COVER OR OTHER DAMAGES ARISING UNDER

THIS SOFTWARE AGREEMENT OR IN CONNECTION WITH THE APPLICATION OR RUNTIME

PRODUCT.

15.3 SAP Crystal Server

15.3.1 Scope:

This section applies to SAP Crystal Reports Server and SAP Crystal Server. Throughout

this section, the term ‘SAP Crystal Server’ shall be defined to include both products.

15.3.2 Usage:

SAP Crystal Reports which contain SWF files created by SAP Crystal Dashboard Design

that access data exclusively with the Crystal Reports connector can be viewed by users

with either User or CAL licenses. Customermay use SAP Crystal Server’s mobile features

or functionalities.

15.3.3 Restrictions:

For each Deployment, SAP Crystal Server may be installed and used only on a single

Server. Customermay not attempt to cluster the system across multiple live Servers.

Customercannot use SAP Crystal Server to access data in SAP applications with the

exception of SAP Business One.

The following content can only be viewed using User licenses:

• SAP Crystal Reports

• SAP Crystel Dashboard Design (SAP Crystal Server 2016 only)

• SAP BusinessObjects Explorer (SAP Crystal Server 2011 and 2016 only)

15.3.3.2The following content can only be viewed using CSBL licenses:

• SAP Crystal Reports

• SAP Crystal Dashboard Design (SAP Crystal Server 2016 only)

• SAP BusinessObjects Explorer (SAP Crystal Server 2016 only)


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15.3.3.3The following integration kits are not licensed for use with SAP Crystal Server:

• SAP BusinessObjects Integration for PeopleSoft Enterprise

• SAP BusinessObjects Integration for JDE EnterpriseOne

• SAP BusinessObjects Integration for Siebel

• SAP BusinessObjects Integration for Oracle E-Business Suite

• SAP BusinessObjects Integration for SAP

15.3.3.4The use of any SAP BusinessObjects BI SDK in any commercial software product for

the purposes of connecting data accessed via SAP BusinessObjects semantic layers or

documents with third party products is prohibited without the written consent of SAP. The

use of any SAP BusinessObjects BI SDK in any commercial software product for the

purposes of converting SAP BusinessObjects content or metadata to third party products

is not allowed.

15.4 SAP Crystal Reports Server OEM Embedded:

SAP Crystal Reports Server OEM Embedded (“CRSE”) may only be installed and used

on a single Server whether the Software is licensed on a User or Server basis.

Customermay not attempt to cluster the system across multiple live Servers.

Customercannot use CRSE to access data in SAP applications.

Supplementary Products

16. DIRECTORIES

16.1 Additional license conditions:

Following are additional license conditions for content/reference data (address data, geo

data etc.) provided in Data Quality and Data Services products (“Directories”)

16.1.1 Directories, any related documentation and any intellectual property rights therein at all times remain the property of SAP and its third party suppliers (as the case may be);

16.1.2 Customer´sare not permitted to resell the data. Directories shall not be used within a

service bureau environment. In selected cases, the use by an affiliate will require a separate license (see all specific directory restrictions in the “Pass Through Terms for Directories” attached hereto as Exhibit 5 which constitute a part of the terms and conditions of Customer´suse of such Directories).

16.1.3 Directories may only be used together with the SAP Data Quality and/or Data Services Products; a perpetual license for the SAP Data Quality and Data Services Products is a prerequisite for using Directories”;

16.1.4 Directories may not be used for creating a mailing list, database or other derivative work but may be used to cleanse an existing mailing list or database of an End User;

16.1.5 Directories will be updated from time to time: only the current version of an Directory may be used;


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16.1.6 SAP may use a software utility mechanism in Directories that imposes time limitations to prevent the use of outdated Directories;

16.1.7 SAP’s third party suppliers shall have no liability to End User or any third party as a result of End User’s use of the Directories or any services you receive related to the use of the Directories;

16.1.8 Content updates will not be provided by SAP hereunder, except to the extent the

Directories’ third party supplier(s) makes content updates available to SAP, no content updates will be provided by SAP hereunder. In no case shall any SAP maintenance or support be provided for the Directories licensed herein.

16.1.9 A third-party supplier for Directories may elect to terminate SAP’s right to distribute

Directories or to provide updates during the term of your subscription, in which case ´sCustomersole remedy will be to receive a refund of fees for the portion of the subscription for which Customeris unable to use such Directories, unless otherwise stated in the Pass-Through Terms.

16.2. Licensing Information:

.2.1 Directories are sold on a subscription model basis, therefore no annual maintenance fee

is to be charged and, except to the extent the Directories content source makes content

updates available to SAP, no SAP maintenance or support is provided for these products.

.2.2 Subscription fees may include charges from domestic or international postal authorities or

other data providers.

.2.3 The Initial Term of this shall be 12 calendar months from the Effective Date of the “Initial

Term”.

.2.4 Automatic renewals occur on an annual basis, subject to availability of the licensed

Directory on the then current SAP List of Prices and Conditions,and will be processed and

invoiced according to the then current pricing and terms. After the Initial Term, this

subscription license may be terminated by either party with 90 days written notice prior to

the start of the following Renewal Term. Any termination must be in writing to the affected

party and will be effective at the end of the then-current Initial/Renewal Term during which

the termination notice is received by SAP.

16.3 Limitation of liability:

In no event shall SAP’s total liability for damages of any kind or nature in any way arising

from or related to the licensed Directories exceed an amount equal to the annual

Subscription Fee paid in the twelve (12) month period prior to the date of the claim.

17. Database And Technology Portfolio Products (Excluding HANA)

Earlier Versions

Product versions marked as “Earlier Versions” on SAP Service Marketplace may only be

downloaded and/or used by Customer´s who are or previously were Sybase Customer

and who have or previously had licensed the particular earlier version of software that

they wish to download and/or use.

17.1 SAP ASE Runtime Edition:


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("ASE") is a runtime database licensed for use by individuals solely in conjunction with

their use of applicable Software and/or Third Party Software licensed by Customer from

SAP. NetWeaver-based third party add-on’s can be run under applicable SAP NetWeaver

Foundation for Third Party Applications license. SAP ASE runtime database includes a

limited runtime license of MaxDB database, subject to these provisions. For purposes of

clarification, see the applicable Software and/or Third Party Software Documentation for

information regarding release(s) / version(s) supported on the SAP ASE and MaxDB

runtime database. SAP ASE runtime database includes replication functionality to be

used solely for disaster recovery purposes.

17.3 SAP Adaptive Server Platform


which all of the Software included in SAP Adaptive Server Platform (“ASP”) may be

installed and Used. SAP ASP includes the following Software: SAP Adaptive Server

Enterprise (“SAP ASE”), SAP IQ, and SAP Replication Server.

17.4. SAP PowerDesigner DataArchitect, Edge edition and SAP PowerDesigner

EnterpriseArchitect

Includes SAP SQL Anywhere database, which may only be Used as the metadata

repository for PowerDesigner (where licensed) and for SQL language parsing.

17.5 SAP Data Intelligence

includes a runtime license of SAP Landscape Transformation Replication Server ("SAP

SLT"). Use of SAP SLT is limited solely for replication scenarios into SAP Data

Intelligence and to enabling data integration between SAP Business Suite applications

and SAP Data Intelligence.

18. SAP MOBILE

18.1. Earlier Version:

Product versions marked as “Earlier Versions” on SAP Service Marketplace may only be

downloaded and/or used by Customer´s who are or previously were Sybase customers

and who have or previously had licensed the particular earlier version of software that

they wish to download and/or use.

18.2. Mobile enabled:

SAP Software that is mobile enabled may require an additional component downloaded

from a third party mobile application store.

18.3. The SAP Enterprise Integration for Mobile Apps Software:

may require an additional component downloaded from a third party mobile application

store. Each additional component is subject to its respective license agreement. The

licensed SAP Enterprise Integration for Mobile Apps includes usage of mobile platform

components for use with the Package.

19. SAP HANA

19.1. Definitions:


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19.1.1 “Data Sources”

means any software product(s) and/or database instance(s) for which Customer has

secured an appropriate license.

19.2 SAP HANA, enterprise edition:

19.2.1 may be Used with an unlimited number of Data Sources, and such Use is subject to the

applicable Licensed Level. SAP HANA enterprise edition includes the following Runtime

Software:

a) SAP HANA Operation Process Intelligence

b) SAP HANA Data Warehousing Foundation

c) SAP HANA , information management option

d) SAP HANA , data replication option

e) SAP HANA , data privacy option

f) SAP HANA spatial and graph option

g) SAP HANA predictive option

h) SAP HANA search and text option

i) SAP HANA , streaming analytics option

j) SAP NetWeaver OpenHub

k) SAP OpenHub for S/4HANA

l) SAP HANA native storage extension (Use of HANA Native Storage Extension Buffer

Cache component is subject to the applicable Licensed Level)

m) SAP ASE and MaxDB databases

n) SAP Near-line storage for SAP BW and SAP BW/4HANA

o) SAP Business Warehouse Accelerator

p) SAP IQ database

19.2.2 Customer may use Smart Data Access to query data from any data sources, provided that

Customer´s license for SAP HANA enterprise edition has been appropriately sized for all

such data that is queried and joined with other data sources via Smart Data Access.

Named User licenses will not be required solely for the one way read-only Smart Data

Access to SAP Software and/or Third Party Software.

19.2.3 SAP ASE and Max DB databases are runtime databases limited solely for Use in

conjunction with Customer´s Use of Software and/or Third Party Software, and solely to

the extent such Software components are licensed by Customer in accordance with the

terms herein. The total number of Cores across all machines on which SAP ASE

database may be installed and Used must not exceed 1 Core per 64GB of memory in the

HANA system. ASE runtime database includes replication functionality to be used solely

for disaster recovery purposes.

19.2.4 SAP IQ database is a runtime database. Use of SAP IQ database is limited to 1 Core per

256GB of memory in the HANA Customer system Customer Use SAP IQ is limited to

access by and through SAP HANA , enterprise edition.


84

19.2.5 Use of SAP HANA Spatial Engine is also governed by the HERE MAP DATA BY HERE

directory terms, which can be located in Section 7 of Exhibit 5 to Schedule 3 of Part 2 of

this document.

19.3 Deploying multiple SAP HANA tenants:

If Customer has licensed more than 1 SAP HANA edition, then each SAP HANA edition

license type may only be deployed in its own unique HANA tenant database within a

HANA system. Use of System Database and Cockpit tenants on a HANA system is

limited solely to administration tasks.

19.4 SAP HANA, runtime Edition for SAP NetWeaver BW (”HANA Runtime for BW”)

licensed by HANA SAP Application Value:

HANA Runtime for BW is a database licensed solely to support Customer´s Use of SAP

Business Warehouse (SAP BW) and Use is limited to communications between SAP BW

and HANA Runtime for BW.

The HANA Runtime for BW license includes the following Runtime Software:

a) SAP HANA Platform;

b) SAP HANA Data Warehousing Foundation (limited solely to Data Distribution Optimizer

and Data Lifecycle Manager components);

c) SAP Business Warehouse Accelerator;

d) SAP Near-line storage for SAP BW (NLS for BW);

e) SAP HANA Rules Framework;

f) SAP HANA native storage extension.

19.4.2 HANA Runtime for BW may support an unlimited number of Data Sources and unlimited

use of SAP Business Warehouse Accelerator, subject to the applicable Licensed Level.

SAP HANA Platform includes the HANA Studio, Cockpit and Web IDE components. Use

of the SAP HANA Studio, Cockpit and Web IDE components is limited solely to

administering, monitoring and creating custom views for the SAP BW instance. All

reporting must be performed via the SAP BW Software or via custom views created using

HANA Studio or Web IDE. Such custom views may be accessed by SAP Bl tools or non-

SAP BI tools that are certified by SAP, as set forth on

https://www.sap.com/dmc/exp/2013_09_adpd/enEN/#/solutions?filters=v:326;v:405;v:352;

v:86a26c34-126d-4a6d-a3c5-6c73deca1020.

19.4.3 NLS for BW includes a runtime license of: SAP IQ solely for Use with SAP BW.

19.4.4 All data modeling, loading, distribution, creation and extension of data structures,

including tables and virtual tables via Smart Data Access used in HANA Runtime for BW

must be performed via SAP BW Software.

19.4.5 Customer may export data, using licensed SAP tools, solely to be used within 1 or more

of the following:

a) SAP HANA, enterprise edition

b) SAP HANA, standard edition

c) SAP Cloud Platform, SAP HANA service

d) SAP HANA Cloud

https://www.sap.com/dmc/exp/2013_09_adpd/enEN/#/solutions?filters=v:326;v:405;v:352;v:86a26c34-126d-4a6d-a3c5-6c73deca1020



85

e) SAP Data Warehouse Cloud

19.4.6 In the event that Customer´s additional licensing of SAP Software or Third Party Software

changes the HANA SAP Application Value, Customer shall be obliged to license the

respective additional quantity of HANA Runtime for BW.

19.5 SAP HANA, Limited Runtime edition for Applications HANA Apps Only (“Limited

HANA Runtime”):

is licensed solely for Use with any of the Customer´s SAP HANA Related Apps below,

and solely to the extent such SAP HANA Related Apps are licensed by Customer in

accordance with the terms herein. SAP HANA Related Apps may be used with an

appropriately licensed SAP Business Warehouse (BW) instance. Use of BW is limited to

the context of the SAP HANA Related App for reporting and analysis.

19.5.1 SAP HANA Related Apps:

a) SAP Advanced Trade Management Analytics, version for SAP BW/4HANA

b) SAP Customer Business Planning, version for SAP BW/4HANA

c) SAP Trade Promotion Planning and Management, version for SAP BW/4HANA

d) SAP Innovation Management

e) SAP Intelligent Business Operations bundle

f) SAP Demand Signal Management, version for SAP BW/4HANA

g) SAP Enterprise Threat Detection

h) SAP Customer Activity Repository

i) SAP Allocation Management , add-on for SAP Customer Activity Repository

j) SAP Assortment Planning, add-on for SAP Customer Activity Repository

k) SAP Merchandise Planning, add-on for SAP Customer Activity Repository

l) SAP Promotion Management, add-on for SAP Customer Activity Repository

m) SAP Tax Declaration Framework for Brazil

n) SAP Loss Prevention by Fujitsu

o) SAP Audit Management

p) SAP Product Lifecyle Costing

q) SAP Tax Compliance

r) SAP Business Partner Screening

s) SAP Transportation Resource Planning

t) SAP Transportation Resource Planning for T&L

u) SAP Tax Intelligence and Management by All Tax, IRPJ CSLL ISS Trabalhista

v) SAP Sales Insights for Retail

w) retail promotion analyzer

19.5.2 Runtime Software Rights. The Limited HANA Runtime license includes the following

Runtime Software:



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b) SAP Data Integrator (‘DI”);

c) SAP Smart Data Integration (“SDI”);

d) SAP Landscape Transformation replication server (“SLT”);

e) SAP ASE and MaxDB databases;

f) SAP HANA Warehousing Foundation (limited) solely to Data Distribution Optimizer and

Data Lifecycle Manager components);

g) SAP Business Warehouse Accelerator;

h) SAP Near-line storage for SAP BW (NLS for BW)

i) SAP HANA Rules Framework

j) SAP HANA, data privacy option.

k) SAP HANA predictive option;

l) SAP HANA spatial and graph option;

m) SAP HANA search and text option;

n) SAP HANA Smart Data Quality (“SDQ”);

o) SAP HANA native storage extension.

19.5.3 SAP HANA Platform includes the HANA Studio, Cockpit and Web IDE components. All

data modeling, distribution, creation and extension of data structures, including tables and

virtual tables via Smart Data Access used in Limited HANA Runtime must be performed

via the SAP HANA Related Apps. Use of DI, SDI and SLT is limited solely to loading data

into Limited HANA Runtime or SAP HANA Related Apps. Data may be loaded from an

appropriately licensed Data Source via DI, SDI or SLT or via SAP HANA Related App

interfaces. SDI may also be used with Smart Data Access in a data federation scenario.

Notwithstanding anything to the contrary, SAP HANA Related Apps is not allowed to

distribute data from tables residing in Limited HANA Runtime licensed for other Software.

19.5.4 Customer may export data, using licensed SAP tools, solely to be used within 1 or more

of the following:




d) SAP HANA Cloud


19.5.5 Use of the SAP HANA Studio, Cockpit and Web IDE components is limited solely to

administering, monitoring and creating custom views for the Limited HANA Runtime

database instance. All reporting must be performed via the SAP HANA Related App or

via custom views created using HANA Studio or Web IDE. Such custom views may be

accessed by SAP Bl tools or non-SAP BI tools that are certified by SAP, as set forth on


v:86a26c34-126d-4a6d-a3c5-6c73deca1020.

19.5.6 NLS for BW includes a runtime license of SAP IQ solely for Use with SAP BW.

19.5.7 SAP BusinessObjects Enterprise on Limited HANA Runtime:




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When used as a runtime database for SAP BusinessObjects Enterprise, Limited HANA

Runtime may be used

a) as a database for the Central Management Server (CMS) repository,

b) as an audit database for the BI Platform, and

c) as a platform by the SAP BusinessObjects Design Studio runtime for SAP HANA

component.

19.5.8 ASE runtime database includes replication functionality to be used solely for disaster

recovery purposes.

19.5.9 The license fee Limited HANA Runtime is calculated on the basis of the HANA SAP

Application Value for Customer´s. Customer shall pay additional license fees for Limited

HANA Runtime in the event Customer´s HANA SAP Application Value for the SAP HANA

Related Apps increases.

19.5.10Customer acknowledges that Customer may have to install a Limited HANA Runtime-

compatible release of the HANA Related App in order to enable certain business

functions or provide configuration as described above. Future releases of Limited HANA

Runtime developed for Use with SAP HANA Related Apps may not be compatible with

current releases and may not be available via the respective SAP Support offering.

Technical migration from SAP HANA Related Apps to another release of the SAP HANA

Related App to be used separately from Limited HANA Runtime database and/or to

another database offering may not be possible.

19.6 SAP HANA data privacy option:

Use is limited solely to the SAP HANA Data Masking Engine, SAP HANA Data

Anonymization Engine, Column Encryption, and Shared SAP Business Application

Authorizations.

19.7 SAP HANA information management option:

Includes SAP HANA Smart Data Integration and Smart Data Quality.

19.8 SAP HANA predictive option:

Use is limited solely to the HANA PAL/R engine, Automated Predictive Library (APL) and

TensorFlow integration.

19.9 SAP HANA data replication option:

Includes the following Runtime Software: SAP Data Integrator, SAP Landscape

Transformation Replication Server (“SLT”), and SAP SQL Anywhere Advanced Edition.

Use of such Runtime Software shall be limited solely to extracting data from Data Sources

into SAP HANA or between multiple HANA database instances. Use of SAP SQL

Anywhere Advanced Edition shall be limited solely to exchanging data between Data

Sources and SAP HANA.

19.10 SAP HANA search and text option:

Use is limited solely to the SAP HANA Search Engine and Text Analysis Engine.

19.11 SAP HANA spatial and graph option:


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Use is limited solely to the SAP HANA Spatial Engine and Graph Engine. Use of SAP

HANA Spatial Engine is also governed by the 7 MAP DATA BY HERE directory terms,

which can be located in Section 7 of Exhibit 5 to Schedule 3 of Part 2 of this document.

19.12 SAP HANA streaming analytics option:

The total number of cores across all machines on which SAP HANA Streaming Analytics

may be installed and Used must not exceed 8 cores per 64GB of memory in the HANA

system. Streaming Lite is included and can be integrated with SAP HANA Streaming

Analytics project.

19.13 SAP HANA , active/active read-enabled option:

SAP HANA use is limited to read operations only on the secondary, in SAP HANA system

replication scenario. Customer must license an equal number of SAP HANA active/active

read-enabled units to correspond to the number of SAP HANA units associated with the

primary SAP HANA instance.

19.14 SAP HANA, active/active read-enabled option for HANA runtime:

SAP HANA use is limited to read operations only on the secondary, in SAP HANA system

replication scenario. Customer shall pay additional license fees for SAP HANA

active/active read-enabled option for HANA runtime in the event Customer´s HANA SAP

Application Value increases.

19.15 SAP Near-line storage for SAP BW and SAP BW/4 HANA:

SAP Near-line storage for SAP BW and SAP BW/4 HANA includes a runtime license of

SAP IQ. Use of SAP IQ is limited to a maximum of 32 cores, solely for Use with SAP BW

or SAP BW/4 HANA. This runtime license of SAP IQ is also available for Use as a cold

store for data tiering optimization in SAP BW/4HANA.

19.16 SAP HANA runtime edition for applications and SAP BW licensed by HANA SAP

Application Value:

SAP HANA runtime edition for applications and SAP BW is a runtime database (“HANA

REAB”) licensed for Use in conjunction with Customer´s Use of Software and/or Third

Party Software, and solely to the extent such Software components are licensed by

Customer (“HANA REAB Supported Software”) in accordance with the terms herein.

19.16.1REAB Runtime Software Rights:

The HANA REAB license includes the following Runtime Software:






f) SAP HANA Data Warehousing Foundation (limited solely to Data Distribution Optimizer



h) SAP Near-line storage for SAP BW and SAP BW/4HANA;


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i) SAP HANA Rules Framework;

j) SAP HANA data privacy option.






19.16.2SAP HANA Platform includes the HANA Studio, Cockpit and Web IDE components. All


virtual tables via Smart Data Access used in HANA REAB must be performed via the

HANA REAB Supported Software. Use of DI, SDI and SLT is limited solely to loading

data into HANA REAB or HANA REAB Supported Software. Data may be loaded from an

appropriately licensed Data Source via DI, SDI or SLT or via HANA REAB Supported

Software interfaces. SDI may also be used with Smart Data Access in a data federation

scenario. Notwithstanding anything to the contrary, HANA REAB Supported Software is

not allowed to distribute data from tables residing in HANA REAB licensed for other

Software. For example, SAP Data Services licensed with HANA REAB is not allowed to

distribute data from HANA REAB licensed for SAP S/4HANA

19.16.3Customer may export data, using licensed SAP tools, solely to be used within 1 or more

of the following:




d) SAP HANA Cloud


19.16.4Use of the SAP HANA Studio, Cockpit and Web IDE components is limited solely to

administering, monitoring and creating custom views for the HANA REAB database

instance. All reporting must be performed via the HANA REAB Supported Software or via

custom views created using HANA Studio or Web IDE. Such custom views may be

accessed by SAP BI tools or non-SAP BI tools that are certified by SAP, as set forth on


v:86a26c34-126d-4a6d-a3c5-6c73deca1020.

19.16.5SAP BusinessObjects Enterprise on REAB: When used as a runtime database for

SAP BusinessObjects Enterprise, HANA REAB may be used:


b) as an audit database for the BI Platform, and


component.

19.16.6ASE runtime database includes replication functionality to be used solely for disaster recovery purposes.




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19.16.7The license fee for HANA REAB is calculated on the basis of the HANA SAP Application

Value for Customer´s HANA REAB Supported Software. Customer shall pay additional

license fees for HANA REAB in the event Customer´s HANA SAP Application Value

increases.

19.16.8SAP points out that Customer may have to install a HANA REAB-compatible release of

the HANA REAB Supported Software in order to enable certain business functions or

provide configuration as described above. Future releases of HANA REAB developed for

Use with HANA REAB Supported Software may not be compatible with current releases

and may not be available via the respective SAP Support offering. Technical migration

from HANA REAB Supported Software to another release of the Software and/or Third

Party Software as used separately from HANA REAB and/or to another database offering

may not be possible.

19.17 SAP HANA runtime edition for applications and SAP BW-Partial licensed by HANA

SAP Application Value (“HANA REAB-Partial”):

The license fee for HANA REAB-Partial is calculated on the basis of the HANA SAP

Application Value for Customer´s HANA REAB Supported Software (defined below).

19.17.1HANA REAB-Partial licensed for Use in conjunction with Customer´s Use of Software

and/or Third Party Software, and solely to the extent such Software components are

licensed by Customer (“HANA REAB Supported Software”) in accordance with the terms

herein.

19.17.2HANA REAB- Partial Runtime Software Rights. The HANA REAB-Partial license includes

the following Runtime Software:






f) SAP HANA Data Warehousing Foundation (limited solely to Data Distribution Optimizer



h) SAP Near-line storage for SAP BW and SAP BW/4HANA;

i) SAP HANA Rules Framework;

j) SAP HANA data privacy option.






19.17.2SAP HANA Platform includes the HANA Studio, Cockpit and Web IDE components. All



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virtual tables via Smart Data Access used in HANA REAB-Partial must be performed via

the HANA REAB Supported Software. Use of DI, SDI and SLT is limited solely to loading

data into HANA REAB-Partial or HANA REAB Supported Software Data may be loaded

from an appropriately licensed Data Source via DI, SDI or SLT or via HANA REAB

Supported Software interfaces. SDI may also be used with Smart Data Access in a data

federation scenario. Notwithstanding anything to the contrary, HANA REAB Supported

Software is not allowed to distribute data from tables residing in HANA REAB-Partial

licensed for other Software. For example, SAP Data Services licensed with HANA REAB-

Partial is not allowed to distribute data from HANA REAB-Partial licensed for SAP

S/4HANA.

19.17.4Customer may export data, using licensed SAP tools, solely to be used within one or

more of the following:




d) SAP HANA Cloud


19.17.5Use of the SAP HANA Studio, Cockpit and Web IDE components is limited solely to

administering, monitoring and creating custom views for the HANA REAB-Partial

database instance. All reporting must be performed via the HANA REAB Supported

Software or via custom views created using HANA Studio or Web IDE. Such custom

views may be accessed by SAP BI tools or non-SAP BI tools, that are certified by SAP, as

set forth on


19.17.6SAP BusinessObjects Enterprise on REAB-Partial:

When used as a runtime database for SAP BusinessObjects Enterprise, HANA REAB-

Partial may be used


b) as an audit database for the BI Platform,


component.

19.17.7ASE runtime database includes replication functionality to be used solely for disaster

recovery purposes.

19.17.8Customer may have to install a HANA REAB-Partial-compatible release of the HANA

REAB Supported Software in order to enable certain business functions or provide

configuration as described above. Future releases of HANA REAB-Partial developed for

Use with HANA REAB Supported Software may not be compatible with current releases

and may not be available via the respective SAP Support offering. Technical migration

from HANA REAB Supported Software to another release of the Software and/or Third




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Party Software as used separately from HANA REAB-Partial and/or to another database

offering may not be possible.

19.18 Terms of use for Twitter API contained within SAP HANA, enterprise edition; SAP

HANA, runtime edition for applications and SAP BW; and SAP HANA, information

management option:

The following shall apply to SAP HANA, enterprise edition; SAP HANA, runtime edition for

applications and SAP BW; and SAP HANA, information management option: Use of the

Twitter API is subject to the Third Party Web Service terms contained in Part 1, Section 1

subsection 0 of these Use Terms.

19.19 SAP HANA Cold Data Tiering:

Includes SAP Data Intelligence components which may solely be used for SAP HANA

cold data tiering scenarios. Use is limited to data transfers between SAP HANA and SAP

Data Intelligence distributed runtime (Vora) or Vora supported sources. Access and

querying of cold tiered data is allowed via the primary HANA system only.

19.20 SAP HANA Client Software:

Customer may market and sublicense the HANA Client Software only for use in

conjunction with Customer´s own products. Any Third Party Products contained in or

provided with the HANA Client Software may only be used as part of the HANA Client

Software. Customermust not charge any third party a fee or any other form of

consideration for access to, or use of, the HANA Client Software. Custome may not

install files, as set forth at

https://wiki.scn.sap.com/wiki/display/SAPHANA/SAP+HANA+Client+redistributable+files,

into the HANA Client Software default install path.


93

EXHIBIT 4 - PASS THROUGH TERMS FOR THIRD PARTY DATABASES

SAP may deliver SAP software containing a database product where the end user is not

entitled to use the database unless he/she has acquired the requisite number of licenses

from the database vendor or its authorized distributor. Such deliveries are reported to the

database vendor.

Conditions for the use of ORACLE® Database Software when licensed from SAP

1. COPYRIGHT

1.1. The comprehensive copyright to Oracle software is the sole property of the Oracle

Corporation, Redwood Shores, CA, USA.

1.2. Third party database applications for system administration, monitoring and management

may directly access the Oracle database.

1.3. The customer shall only use the Oracle software in connection with the SAP Software and

only for the purposes of its own internal data processing which includes access of third

party user such as contractor, supply chain vendor or supplier, customer, or third party

individual authorized by the customer. It is allowed to customize the SAP software or to

create additional functionality, new applications, or to support third party database

applications which only interface with them (example: via RFC, BAPI) Third party

database applications or new functionality or new applications which may directly access

the Oracle database or indirectly access information contained therein are not allowed.

1.4. The customer shall assign the Oracle software only to wholly owned or majority owned

subsidiaries. Assignment to competitors of Oracle is prohibited.

1.5. In view of its limited rights of use, the customer shall neither modify, decompile nor

reverse engineer the Oracle software except and to the extent that it is expressly

permitted by applicable law.

1.6. The Oracle software may only be used in the country or countries for which the customer

has acquired a license. The customer hereby undertakes to adhere to all regulations of

the US Department of Commerce and the American export authorities.

1.7. The use of Oracle software for the planning, production, control or monitoring of nuclear

power stations, air traffic, means of mass transportation or medical equipment is not

permitted, unless such use is limited to commercial or purely administrative applications.

1.8. The customer is not entitled to receive the source code for the Oracle software.

2. OTHER CONDITIONS

2.1. The publication of benchmark tests for the Oracle software is not permitted.


94

Conditions for the Use of the Microsoft SQL-Server Enterprise Edition

Conditions for the Use of the Microsoft SQL-Server when licensed by SAP

IMPORTANT NOTE: These “Conditions for the Use of the Microsoft SQL-Server when

licensed by SAP” apply to Microsoft SQL Server Enterprise Edition version 2014 (or

subsequent versions) not only for new licenses but also for any prior licenses of Microsoft

SQL-Server Enterprise Edition licensed under an agreement with any SAP entity or SAP

authorized reseller.

For the purpose of this Section “Integrated Application” shall be defined as SAP

software integrating the Microsoft SQL Server Database.

The Microsoft SQL Server Database may contain the following software:

“Server Software” provides services or functionality on your server (your computers

capable of running the Server Software are “Servers”);

“Client Software” allows an electronic device (“Device”) to access or utilize the Server

Software.

1. OVERVIEW

1.1. Software. The software includes

• server software, and

• additional software that may only be used with the server software directly, or indirectly

through other additional software.

1.2. License Model. The software is licensed by SAP based on the Unified Solution and the

number of users of that Unified Solution.

1.3. Licensing Terminology.

• Instance. You may create an “instance” of the software by executing the software’s

setup or install procedure. You also create an instance of the software by duplicating

an existing instance. References to the “software” in this agreement include “instances”

of the software.

• Run an Instance. You “run an instance” of the software by loading it into memory and

executing 1 or more of its instructions. Once running, an instance is considered to be

running (whether or not its instructions continue to execute) until it is removed from

memory.

• Operating System Environment (“OSE”). An “operating system environment” or

“OSE” is

all or part of an operating system instance, or all or part of a virtual (or otherwise

emulated) operating system instance which enables separate machine identity

(primary computer name or similar unique identifier) or separate administrative

rights; and

Instances of applications, if any, configured to run on the operating system instance

or part identified above.


95

• A physical hardware system can have either or both of the following:

• 1 physical operating system environment;

• 1 or more virtual operating system environments.

• A physical operating system environment is configured to run directly on a

physical hardware system. The operating system instance used to run hardware

virtualization software or to provide hardware virtualization services (e.g.

Microsoft virtualization technology or similar technologies) is considered part of

the physical operating system environment.

• A virtual operating system environment is configured to run on a virtual (or

otherwise emulated) hardware system.

• Server: A ”server” is a physical hardware system capable of running server

software. A hardware partition or blade is considered to be a separate server.

• Server Farm: A “server farm” is any data center or group of data centers owned

by you and under your day-to-day operational control.

• Unified Solution. A “Unified Solution” means a software application licensed to

you by SAP, which includes the software licensed under this agreement, adds

significant and primary functionality to such software, and may include software

acquired from a third party delivered and licensed by SAP.

2. USE RIGHTS.

Your rights to use the software are set forth in the license granted by SAP to you to use

the Unified Solution at specific site(s), to run your internal business operations (including

back up and passive disaster recovery), and to provide internal training and testing for

such internal business operations, unless and until such license expires or is terminated.

3. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS.

3.1. Runtime-Restricted Use Software. The software is “Runtime-Restricted Use” software; as

such, it may only be used to run the Unified Solution and only as part of the Unified

Solution. The software may not be used either

i. to develop any new software applications;

ii. in conjunction with any software applications, databases or tables other than those

contained in the Unified Solution; and/or

iii. as a standalone software application.

The foregoing provision, however, does not prohibit you from using a tool to run queries

or reports from existing tables. For clarity, you may use tools provided as part of the

Unified Solution to create new tables during the Unified Solution set up and/or

customization so long as the resulting tables will only be used with and/or as part of the

Unified Solution itself.

3.2. SQL Server Reporting Services Map Report Item. Power View and SQL Reporting

Services Map Item both include use of Bing Maps. You may only use the content provided

through Bing Maps, including geocodes, within Power View or SQL Reporting Services


96

Map Item. Your use of Bing Maps is also governed by the Bing Maps End User Terms of

Use available at go.microsoft.com/?linkid=9710837 and the Bing Maps Privacy Statement

available at go.microsoft.com/fwlink/?LinkID=248686.

3.3. Use of Software Within and Across Server Farms. You may use the software on servers

located within and across your server farm if and for so long as the software is only used

with and as a part of the Unified Solution.

3.4. Outsourcing Company. You may enter into an agreement with a third party that provides

operational services or support services to you, including but not limited to network

management, application management, or data center management services (including

operation, maintenance and control of server hardware in a data center (“outsourcing

company”) to install or cause to be installed the Unified Solution on servers owned,

operated, maintained and controlled by the outsourcing company, provided that:

i. except for Microsoft Azure, all such server hardware on which the Unified Solution has

been installed is and, for the period of time the Unified Solution is installed on such

server hardware, remains physically dedicated to you for your own use and

ii. you have entered into to a written agreement that protects the Unified Solutions and

the software on commercially reasonable terms.

Regardless of the physical location of the server hardware containing the software, you

remain fully responsible for all of your obligations under this agreement, including any

unauthorized use or distribution of the software that results from any act or omission of

the outsourcing company. The outsourcing company must agree to the terms of this

agreement in a signed writing. You may only grant the outsourcing company access to

the software in order to perform operational and/or support services (including but not

limited to software maintenance, patch updating, integration, etc.) for you, and the

outsourcing company may not access or use the software for any other purpose.

3.5. Virtualization. With respect to any server for which you have acquired the requisite

licenses, you may run any number of instances of the server software in any number of

physical and/or virtual OSEs whether on servers within your server farm or on servers

owned and managed by an outsourcing company pursuant to Section 3.4 (above).

3.6. Fail-over Server. You may create and maintain passive fail-over instances in a separate

OSE for temporary support on a server other than your production server, whether on

servers within your server farm or on servers owned and managed by an outsourcing

company pursuant to Section 3.4 (above).

3.7. Microsoft Azure

“Qualified license” means a valid support agreement to include Embedded Maintenance

with SAP

Subject to a valid support agreement “Qualified License” End User may consume the

Microsoft Azure Data Services identified in the table below in the indicated ratios.

Qualified License Microsoft Azure Data Service Ratio of Qualified Licenses to Azure v Cores

SQL Server

Enterprise

SQL Server Enterprise Virtual

Machines

Right to use the software as set forth in

the license granted by SAP to you to use

the Unified Solution.


97

End Users will not be charged for the usage of a SQL Server Enterprise Virtual Machines

but must still pay for the applicable fees of compute (i.e., the base rate), storage, and

back-up, as well as I/O associated with their use of the services (as applicable).

4. THIRD PARTY NOTICES.

The software may include third party code, that Microsoft, not the third party, licenses to

you under the terms set forth in this agreement. Notices, if any, for any third party code

are included for your information only. Additionally, any third party scripts, linked to, called

or referenced from this software, are licensed to you by the third parties that own such

code, not by Microsoft, see ASP.NET Ajax CDN Terms of Use:

www.asp.net/ajaxlibrary/CDN.ashxthat program.

5. INTERNET-BASED SERVICES.

Microsoft provides Internet-based services with the software. It may change or cancel

them at any time.

6. BENCHMARK TESTING.

You must obtain Microsoft's prior written approval to disclose to a third party the results of

any benchmark test of the software. However, this does not apply to the Microsoft .NET

Framework (see below).

7. NET FRAMEWORK SOFTWARE

The software contains Microsoft .NET Framework software. This software is part of

Windows. The license terms for Windows apply to your use of the .NET Framework

software.

8. MICROSOFT .NET FRAMEWORK BENCHMARK TESTING

The software includes 1 or more components of the .NET Framework (“.NET

Components”). You may conduct internal benchmark testing of those components. You

may disclose the results of any benchmark test of those components, provided that you

comply with the conditions set forth at go.microsoft.com/fwlink/?LinkID=66406.

Notwithstanding any other agreement you may have with Microsoft, if you disclose such

benchmark test results, Microsoft shall have the right to disclose the results of benchmark

tests it conducts of your products that compete with the applicable .NET Component,

provided it complies with the same conditions set forth at

go.microsoft.com/fwlink/?LinkID=66406.


98

9. SCOPE OF LICENSE

The software is licensed, not sold. Unless applicable law gives you more rights, SAP and

Microsoft reserve all other rights not expressly granted under this agreement, whether by

implication, estoppel or otherwise. In doing so, you must comply with any technical

limitations in the software that only allow you to use it in certain ways. You may not

• work around any technical limitations in the software;

• reverse engineer, decompile or disassemble the software, except and only to the extent

that applicable law expressly permits, despite this limitation;

• make more copies of the software than specified in this agreement or allowed by

applicable law, despite this limitation;

• publish the software, including any application programming interfaces included in the

software, for others to copy;

• share or otherwise distribute documents, text or images created using the software Data

Mapping Services features;

• rent, lease or lend the software; or

• use the software for commercial software hosting services.

You also may not remove, minimize, block or modify any logos, trademarks, copyright,

digital watermarks, or other notices of Microsoft or its suppliers that are included in the

software, including any content made available to you through the software.

Rights to access the software on any device do not give you any right to implement

Microsoft patents or other Microsoft intellectual property in software or devices that

access that device.

10. BACKUP COPY

You may make 1 backup copy of the software media. You may use it only to create

instances of the software.

11. DOCUMENTATION

Any person that has valid access to your computer or internal network may copy and use

the documentation for your internal, reference purposes.

12. NOT FOR RESALE SOFTWARE

You may not sell software marked as “NFR” or “Not for Resale.”

13. ACADEMIC EDITION SOFTWARE

You must be a “Qualified Educational User” to use software marked as “Academic

Edition” or “AE.” If you do not know whether you are a Qualified Educational User, visit

www.microsoft.com/education or contact the Microsoft affiliate serving your country.


99

14. TRANSFER TO A THIRD PARTY

The first user of the software may transfer it and this agreement directly to another end

user as part of a transfer of the integrated software turnkey application or suite of

applications (the “Unified Solution”) delivered to you by or on behalf of the SAP solely as

part of the Unified Solution. Before the transfer, that end user must agree that this

agreement applies to the transfer and use of the software. The first user may not retain

any instances of the software unless that user also retains another license for the

software.

15. EXPORT RESTRICTIONS

The software is subject to United States export laws and regulations. You must comply

with all domestic and international export laws and regulations that apply to the software.

These laws include restrictions on destinations, end users and end use. For additional

information, see www.microsoft.com/exporting.

16. ENTIRE AGREEMENT

This agreement and the terms for supplements, updates, Internet-based services that you

use, are the entire agreement for the software.

17. LEGAL EFFECT

This agreement describes certain legal rights. You may have other rights under the laws

of your state or country. You may also have rights with respect to the SAP from whom you

acquired the software. This agreement does not change your rights under the laws of your

state or country if the laws of your state or country do not permit it to do so.

18. NOT FAULT TOLERANT

THE SOFTWARE IS NOT FAULT TOLERANT. SAP HAS INDEPENDENTLY

DETERMINED HOW TO USE THE SOFTWARE IN THE INTEGRATED SOFTWARE

APPLICATION OR SUITE OF APPLICATIONS THAT IT IS LICENSING TO YOU, AND

MICROSOFT HAS RELIED ON SAP TO CONDUCT SUFFICIENT TESTING TO

DETERMINE THAT THE SOFTWARE IS SUITABLE FOR SUCH USE.

19. NO WARRANTIES BY MICROSOFT

YOU AGREE THAT IF YOU HAVE RECEIVED ANY WARRANTIES WITH REGARD TO

EITHER (A) THE SOFTWARE, OR (B) THE SOFTWARE APPLICATION OR SUITE OF

APPLICATIONS WITH WHICH YOU ACQUIRED THE SOFTWARE, THEN THOSE

WARRANTIES ARE PROVIDED SOLELY BY THE SAP AND DO NOT ORIGINATE

FROM, AND ARE NOT BINDING ON, MICROSOFT.

http://www.microsoft.com/exporting


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20. NO LIABILITY OF MICROSOFT FOR CERTAIN DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT SHALL

HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR

INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR

PERFORMANCE OF THE SOFTWARE OR THE SOFTWARE APPLICATION OR SUITE

OF APPLICATIONS WITH WHICH YOU ACQUIRED THE SOFTWARE, INCLUDING

WITHOUT LIMITATION, PENALTIES IMPOSED BY GOVERNMENT. THIS LIMITATION

WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO

EVENT SHALL MICROSOFT BE LIABLE FOR ANY AMOUNT IN EXCESS OF TWO

HUNDRED FIFTY U.S. DOLLARS (US$250.00).

21. FOR AUSTRALIA ONLY

In this paragraph, “goods” refers to the software for which Microsoft provides the express

warranty. Our goods come with guarantees that cannot be excluded under the Australian

Consumer Law. You are entitled to a replacement or refund for a major failure and

compensation for any other reasonably foreseeable loss or damage. You are also entitled

to have the goods repaired or replaced if the goods fail to be of acceptable quality and the

failure does not amount to a major failure. Goods presented for repair may be replaced by

refurbished goods of the same type rather than being replaced. Refurbished parts may be

used to repair the goods.

Microsoft, SQL Server and Windows are registered trademarks of Microsoft Corporation

in the United States and/or other countries.

Conditions for the Use of the Microsoft SQL-Server when previously licensed by

Microsoft or Microsoft Distributor

The SAP software containing a copy of the Microsoft SQL-Server, which has been

integrated or installed as a component of this SAP software. All Microsoft products are

subject to the terms of the Microsoft License Agreement with end users which is included

in the software package or the license agreements shipped with the Microsoft SQL-

Server. An exception hereto is that the functionality of a Microsoft product as an

integrated part of an SAP solution can differ from the functionality of a non-integrated

Microsoft product. All inquiries relating to the functionality or performance of the SAP

solution with Microsoft products should therefore be addressed to SAP and not to

Microsoft. The SAP product does not contain a license for the integrated Microsoft

product. You are therefore not entitled to use the copy of the Microsoft SQL-Server

contained in this product and you will not receive a license for such use unless you have

acquired or otherwise have at your disposal the same number of client/server licenses as

user licenses acquired for the SAP software. By concluding this contract with SAP you

represent and warrant that you have previously acquired a Microsoft license for SQL-

Server end users and to conclude a corresponding license agreement.

When SAP delivers an updated version of the SAP software containing an updated

version of the integrated Microsoft product, the end user is not entitled to use the updated

version of the Microsoft product unless he/she has acquired the requisite number of

client/server licenses from an authorized Microsoft distributor.


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Conditions for Use of Third Party Databases with SAP Business One Software

Deployment of SQL Server 2012 and newer:

a) Outsourcing Company.

You may enter into an agreement with a third party that provides operational services or

support services to you, including but not limited to network management, application

management, or data center management services (including operation, maintenance

and control of server hardware in a data center (“outsourcing company”) to install or

cause to be installed the Unified Solution on servers owned, operated, maintained and

controlled by the outsourcing company provided that:

i. except for Microsoft Azure, all such server hardware on which the Unified Solution has

been installed is and, for the period of time the Unified Solution is installed on such

server hardware, remains physically dedicated to you for your own use and

ii. you have entered into to a written agreement that protects the Unified Solutions and

the software on commercially reasonable terms.

Regardless of the physical location of the server hardware containing the software, you

remain fully responsible for all of your obligations under this agreement, including any

unauthorized use or distribution of the software that results from any act or omission of

the outsourcing company. The outsourcing company must agree to the terms of this

agreement in a signed writing. You may only grant the outsourcing company access to the

software in order to perform operational and/or support services (including but not limited

to software maintenance, patch updating, integration, etc.) for you, and the outsourcing

company may not access or use the software for any other purpose.

b) Microsoft Azure

“Qualified license” means a valid support agreement to include Embedded Maintenance

with SAP.

Subject to a valid support agreement “Qualified License” End User may consume the

Microsoft Azure Data Services identified in the table below in the indicated ratios.

If an End user wishes to use Azure Hybrid Benefit for SQL Server to consume two or

more Microsoft Azure Data Services, one or more Licenses must be allocated for each

service.

Qualified License Microsoft Azure Data

Service

Ratio of Qualified Licenses to Azure

vCores

SQL Server Standard SQL Server Standard Virtual

Machines

Right to use the software as set forth in

the license granted by SAP to you to

use the Unified Solution.

End Users will not be charged for the usage of a Microsoft Azure Data Service, but they

must still pay for the applicable of compute (i.e., the base rate), storage, and back-up, as

well as I/O associated with their use of the services (as applicable). End Users may

supplement workloads running under Azure Hybrid Benefit for SQL Server with fully

metered Azure services.


102

End User may not concurrently allocate a License to Azure Hybrid Benefit for SQL Server

and assign the same License to a Server dedicated to its use, except on a one-time basis,

for a period not to exceed 180 days, to allow End User to migrate those workloads to

Azure.

End User may reassign Licenses allocated for use with Azure Hybrid Benefit for SQL

Server to a Server dedicated to End User provided Licenses must remain allocated for

use under this benefit for a minimum of 90 days after a workload is migrated.

Fail-over Rights

When allocating SQL Server Licenses for use with SQL Server Virtual Machines under

the Azure Hybrid Benefit for SQL Server, End User may also run passive fail-over

Instances on Microsoft Azure in anticipation of a fail-over event. The number of licenses

that otherwise would be required to run the passive fail-over Instances must not exceed

the number of Licenses required to run the corresponding SQL Server Virtual Machine

under the Azure Hybrid Benefit.

Conditions for the Use of Microsoft SQL Server 2017, Standard Edition (Core-

based Runtime and Server CAL Runtime) Software

IMPORTANT NOTE: These “Conditions for the Use of the Microsoft SQL Server 2017,

Standard Edition” apply to Microsoft SQL Server Standard Edition version 2017 (or


SQL-Server Standard Edition licensed under an agreement with any SAP entity or SAP


These license terms are an agreement between the licensor of the software application or

suite of applications with which you acquired the Microsoft software (“Licensor”) and you.

Please read them. They apply to the software named above, which includes the media on

which you received it, if any. The terms also apply to any Microsoft

• updates,

• supplements, and

• Internet-based services

for this software, unless other terms accompany those items. If so, those terms apply.

Microsoft Corporation or one of its affiliates (collectively, “Microsoft”) has licensed the

software to the Licensor.

IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW

FOR EACH SERVER YOU PROPERLY LICENSE.

1. OVERVIEW.

1.1. Software: The software includes




1.2. License Model: The software is licensed based on either the:


103

• Core License Model – the number of physical and/or virtual cores in the server; or

• Server + Client – the number of operating system environments (OSEs) in which the

server software is run, and the number of devices and users that access instances of

server software.

1.3. Licensing Terminology

• Instance. You create an “instance” of the software by executing the software’s setup or

install procedure. You also create an instance of the software by duplicating an existing

instance. References to the “software” in this agreement include “instances” of the

software.


executing one or more of its instructions. Once running, an instance is considered to be


memory.

• Operating System Environment (“OSE”). An “operating system environment” or “OSE”

is

a) all or part of an operating system instance, or all or part of a virtual (or otherwise



rights; and

b) instances of applications, if any, configured to run on the operating system

instance or parts identified above.

A physical hardware system can have either or both of the following:one physical operating

system environment;

• one or more virtual operating system environments.

• A physical operating system environment is configured to run directly on a physical

hardware system. The operating system instance used to run hardware virtualization

software or to provide hardware virtualization services (e.g. Microsoft virtualization

technology or similar technologies) is considered part of the physical operating system

environment.

• A virtual operating system environment is configured to run on a virtual (or otherwise

emulated) hardware system.

• Server: A server is a physical hardware system capable of running server software. A

hardware partition or blade is considered to be a separate physical hardware system.

• Physical Core: A physical core is a core in a physical processor. A physical processor

consists of one or more physical cores.

• Hardware Thread: A hardware thread is either a physical core or a hyper-thread in a

physical processor.

• Virtual Core: A virtual core is the unit of processing power in a virtual (or otherwise

emulated) hardware system. A virtual core is the virtual representation of one or more

hardware threads. Virtual OSEs use one or more virtual cores.

• Assigning a License: To assign a license is to designate that license to a server,

device or user as indicated below.


104

2. USE RIGHTS FOR CORE LICENSE MODEL.

2.1. Licensing a Server: Before you run instances of the server software on a server, you

must determine the number of software licenses required and assign those licenses to

that server as described below.

2.2. Determining the Number of Licenses Required: You have two license options:

a) Physical Cores on a Server. You may license based on all of the physical cores on the

server. If you choose this option, the number of licenses required equals the number of

physical cores on the server subject to a minimum of four licenses per processor.

b) Individual Virtual OSE. You may license based on the virtual OSEs within the server in

which you run the server software. If you choose this option, for each virtual OSE in

which you run the server software, you need a number licenses equal to the number of

virtual cores in the virtual OSE, subject to a minimum requirement of four licenses per

virtual OSE. In addition, if any of these virtual cores is at any time mapped to more

than one hardware thread, you need a license for each additional hardware thread

mapped to that virtual core. Those licenses count toward the minimum requirement of

four licenses per virtual OSE.

2.3. Assigning the Required Number of Licenses to the Server.

a) Initial Assignment. After you determine the number of software licenses required for a

server, you must assign that number of licenses to that server. The server to which a

license is assigned is considered the “licensed server” for such license. You may not

assign a license to more than one server. A hardware partition or blade is considered a

separate server.

b) Reassignment. You may reassign a license, but not within 90 days of its last

assignment. You may reassign a license sooner if you retire the licensed server to

which the license is assigned due to permanent hardware failure. If you reassign a

license, the server to which you reassign the license becomes the new licensed server

for that license.

2.4. Running Instances of the Server Software. Your right to run instances of the server

software depends on the option chosen to determine the number of software licenses

required:

a) Physical Cores on a Server. For each server to which you have assigned the required

number of licenses as provided in Section 2.2(a), you may run on the licensed server

any number of instances of the server software in the physical OSE.

a. Individual Virtual OSEs. For each virtual OSE for which you have assigned the required

number of licenses as provided in section 2.2(b), you have the right to run any number

of instances of the software in that virtual OSE.

2.5 Running Instances of the Additional Software. You may run or otherwise use any number

of instances of the additional software listed below in physical or virtual OSEs on any

number of devices so long as the additional software is used only in conjunction with the

integrated software turnkey application or suite of applications (the “Unified Solution”)

delivered by or on behalf of the Licensor. You may use the additional software only with the

server software directly, or indirectly through other additional software.

• Documentation Components

https://sap.sharepoint.com/sites/117612/marmau/OneDrive%20-%20Microsoft/suzyp/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/GG2EKE8G/subject


105

• Data Quality Client

• Client Connectivity SDK

• Client Quality Connectivity

• Client Tools SDK

• Client Tools Backwards Compatibility

• Client Tools Connectivity

• Distributed Replay Client

• Distributed Replay Controller

2.6. Creating and Storing Instances on Your Servers or Storage Media. You have the

additional rights listed below for each software license you acquire.

a) You may create any number of instances of the server software and additional

software.

b) You may store instances of the server software and additional software on any of your

servers or storage media.

c) You may create and store instances of the server software and additional software

solely to exercise your right to run instances of the server software under any of your

software licenses as described (e.g., you may not distribute instances to third parties).

2.7 No Client Access Licenses (CALs) Required for Access. Under this core license model,

you do not need CALs for users or devices to access your instances of the server

software.

3. USE RIGHTS FOR SERVER + CLIENT ACCESS LICENSE MODEL

3.1. Runtime-Restricted Use Software. Runtime-Restricted Use Software. The software is

“Runtime-Restricted Use” software; as such, it may only be used to run the integrated

software turnkey application or suite of applications delivered to you by or on behalf of the

Licensor (the “Unified Solution”) solely as part of the Unified Solution. The software may

not be used either

a) to develop any new software applications,

b) in conjunction with any software applications, databases or tables other than those

contained in the Unified Solution, and/or

c) as a standalone software application.


or reports from existing tables.

3.2. Assigning the License to the Server.

a) Initial Assignment. Before you run any instance of the server software under a software

license, you must assign that license to one of your servers. That server is considered

the “licensed server” for such license. You may not assign the same license to more

than one server, but you may assign other software licenses to the same server. A

hardware partition or blade is considered to be a separate server.


106

b) Reassignment. You may reassign a software license, but not within 90 days of the last

assignment. You may reassign a software license sooner if you retire the licensed

server due to permanent hardware failure. If you reassign a license, the server to which

you reassign the license becomes the new licensed server for that license.

3.3. Running Instances of the Server Software. For each software license you assign to the

server, you may run any number of instances of the server software in one physical or

virtual OSE on the licensed server at a time.

3.4 Running Instances of the Additional Software: You may run or otherwise use any

number of instances of the additional software listed below in physical or virtual OSEs on

any number of devices so long as the additional software is used only in conjunction with

the integrated software turnkey application or suite of applications (the “Unified Solution”)

delivered by or on behalf of the Licensor. You may use the additional software only with

the server software directly, or indirectly through other additional software.



• Client Connectivity SDK

• Client Quality Connectivity


• Client Tools Backwards Compatibility




3.5 Creating and Storing Instances on Your Servers or Storage Media. You have the



software.






3.6. Client Access Licenses (CALs).

a) Initial Assignment of CALs. You must acquire and assign a SQL Server 2017 CAL to

each device or user that accesses your instances of the server software directly or

indirectly. A hardware partition or blade is considered to be a separate device.

• You do not need CALs for any of your servers licensed to run instances of the

server software.

• You do not need CALs for up to two devices or users to access your instances of

the server software only to administer those instances.


107

• Your CALs permit access to your instances of earlier versions, but not later

versions, of the server software. If you are accessing instances of an earlier

version, you may also use CALs corresponding to that version.

b) Types of CALs. There are two types of CALs: one for devices and one for users. Each

device CAL permits one device, used by any user, to access instances of the server

software on your licensed servers. Each user CAL permits one user, using any device,

to access instances of the server software on your licensed servers. You may use a

combination of device and user CALs.

c) Reassignment of CALs. You may

• permanently reassign your device CAL from one device to another, or your user

CAL from one user to another; or

• temporarily reassign your device CAL to a loaner device while the first device is

out of service, or your user CAL to a temporary worker while the user is absent.


4.2. SQL Server Platform Selection: SQL Server Licenses are platform agnostic, and permit

deployment and use on Windows or Linux platforms.

4.2. Alternative Versions and Editions: In place of any permitted instance, you may create,

store and use an instance of any earlier version, lower edition or an earlier version of a

lower edition.

• This agreement applies to your use of these other versions or editions in this manner. If

the earlier version or edition includes components not covered in this agreement, the

terms that are associated with those components in the earlier version or edition apply

to your use of them. Microsoft is not obligated to supply any prior or different versions

or editions of the software to you.

• The software may include more than one version, such as 32-bit and 64-bit. For each

instance of the software that you are permitted to create, store and run, you may use

either version.

4.3. Maximum Instances: The software or your hardware may limit the number of instances

of the server software that can run in physical or virtual OSEs on the server.

4.4. Multiplexing: Hardware or software you use to

• pool connections,

• reroute information, or

• reduce the number of devices or users that directly access or use the software

(sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of

licenses of any type that you need.

4.5 No Separation of Server Software: You may not separate the server software for use in

more than one OSE under a single license, unless expressly permitted. This applies even

if the OSEs are on the same physical hardware system.

4.6 SQL Server Reporting Services Map Report Item: Reporting Services Map Item

includes use of Bing Maps. You may only use the content provided through Bing Maps,


108

including geocodes, within Reporting Services Map Item. Your use of Bing Maps is also

governed by the Bing Maps End User Terms of Use available at

http://go.microsoft.com/?linkid=9710837 and the Bing Maps Privacy Statement available

at http://go.microsoft.com/fwlink/?LinkID=248686.

4.7 Included Microsoft Programs: The software includes other Microsoft programs listed at

http://go.microsoft.com/fwlink/?LinkID=298186. Microsoft is making these programs

available to you as a convenience only and these programs are licensed and supported

under their own separate terms and policies. You may only use these programs in

conjunction with the software licensed here. If you do not agree to the license terms for

these programs, you may not use them.

5. THIRD PARTY NOTICES

The software may include third party components with separate legal notices or governed

by other agreements, as may be described in the ThirdPartyNotices file accompanying

the software. Even if such components are governed by other agreements, the

disclaimers and the limitations on and exclusions of damages below also apply.

6. PRODUCT KEYS

The software requires a key to install or access it. You are responsible for use of the keys

assigned to you. You may not share the keys with third parties. You may not use keys

assigned to third parties.

7. INTERNET-BASED SERVICES


them at any time.

8. BENCHMARK TESTING


any benchmark test of the software.

9. .NET FRAMEWORK SOFTWARE



software.

10. CANADA

You may stop receiving updates by turning off the automatic update feature or by turning

off Internet access. Refer to the product documentation to learn how to turn off updates

for your specific device or software.

http://go.microsoft.com/?linkid=9710837

http://go.microsoft.com/fwlink/?LinkID=248686

http://go.microsoft.com/fwlink/?LinkID=298186.


109

11. SCOPE OF LICENSE

• The software is licensed, not sold. unless applicable law gives you more rights, licensor

and microsoft reserve all other rights not expressly granted under this agreement,

whether by implication, estoppel or otherwise. in doing so, you must comply with any

technical limitations in the software that only allow you to use it in certain ways. you

may notwork around any technical limitations in the software;reverse engineer,

decompile or disassemble the software, or otherwise attempt to derive the source code

for the software except, and only to the extent:

i. permitted by applicable law, despite this limitation; or

• required to debug changes to any libraries licensed under the GNU Lesser Public License that are included with and linked to by the software; make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation; publish the software, including any application programming interfaces included in the software, for others to copy; share or otherwise distribute documents, text or images created using the software Data Mapping Services features;



• You also may not remove, minimize, block or modify any logos, trademarks, copyright,


software, including any content made available to you through the software;

• Rights to access the software on any device do not give you any right to implement


access that device.

12. BACKUP COPY

You may make one backup copy of the software media. You may use it only to create


13. DOCUMENTATION



14. NOT FOR RESALE SOFTWARE.






http://www.microsoft.com/education


110

16. PROOF OF LICENSE

If you acquired the software on a disc or other media, a genuine Microsoft Proof of

License label with a genuine copy of the software identifies licensed software. To be valid,

this label must appear on Microsoft packaging and may not be transferred separately. If

you receive the label separately, it is invalid. You should keep the packaging that has the

label on it to prove that you are licensed to use the software. To identify genuine Microsoft

software, see www.howtotell.com.



user as part of a transfer of the Unified Solution. Before the transfer, that end user must

agree that this agreement applies to the transfer and use of the software. The first user

may not retain any instances of the software unless that user also retains another license

for the software.

The provisions of this section do not apply if you acquired the software as a consumer in

Germany or in any of the countries listed on this site (aka.ms/transfer), in which case any

transfer of the software to a third party, and the right to use it, must comply with applicable

law.







This agreement (including the warranty below), and the terms for supplements, updates,

Internet-based services and support services that you use, are the entire agreement for

the software and support services.

20. APPLICABLE LAW

20.1. United States: If you acquired the software in the United States, Washington state law

governs the interpretation of this agreement and applies to claims for breach of it,

regardless of conflict of laws principles. The laws of the state where you live govern all

other claims, including claims under state consumer protection laws, unfair competition

laws, and in tort.

20.2. Outside the United States: If you acquired the software in any other country, the laws of

that country apply.

http://www.howtotell.com/

http://aka.ms/transfer



111

21. LEGAL EFFECT


of your state or country. You may also have rights with respect to the party from whom

you acquired the software. This agreement does not change your rights under the laws of

your state or country if the laws of your state or country do not permit it to do so.


THE SOFTWARE IS NOT FAULT TOLERANT. LICENSOR HAS INDEPENDENTLY



MICROSOFT HAS RELIED ON LICENSOR TO CONDUCT SUFFICIENT TESTING TO


NO WARRANTIES BY MICROSOFT. YOU AGREE THAT IF YOU HAVE RECEIVED

ANY WARRANTIES WITH REGARD TO EITHER

a) THE SOFTWARE; OR

b) THE SOFTWARE APPLICATION OR SUITE OF APPLICATIONS WITH WHICH

YOU ACQUIRED THE SOFTWARE, THEN THOSE WARRANTIES ARE PROVIDED

SOLELY BY THE LICENSOR AND DO NOT ORIGINATE FROM, AND ARE NOT

BINDING ON, MICROSOFT. MICROSOFT DOES NOT PROVIDE AN IMPLIED

WARRANTY OF MERCHANTABILITY OR ANY OTHER EXPRESS OR IMPLIED

WARRANTY.

NO LIABILITY OF MICROSOFT FOR CERTAIN DAMAGES. TO THE MAXIMUM

EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT SHALL HAVE NO

LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL

DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR







Conditions for the Use of Microsoft SQL Server 2014, Standard Edition (Core-

based Runtime and Server CAL Runtime) Software

IMPORTANT NOTE: These “Conditions for the Use of the Microsoft SQL Server 2014,

Standard Edition” apply to Microsoft SQL Server Standard Edition version 2014 (or


SQL-Server Standard Edition licensed under an agreement with any SAP entity or SAP





112



• updates,





software to the Licensor.

BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT

THEM, DO NOT USE THE SOFTWARE. INSTEAD, RETURN IT TO PLACE OF

PURCHASE FOR A REFUND OR CREDIT.

These terms supersede any electronic terms which may be contained within the software.

If any of the terms contained within the software conflict with these terms, these terms will

control.

IMPORTANT NOTICE: AUTOMATIC UPDATES TO PREVIOUS VERSIONS OF SQL

SERVER. If this software is installed on servers or devices running any supported editions

of SQL Server prior to SQL Server 2014 (or components of any of them) this software will

automatically update and replace certain files or features within those editions with files

from this software. This feature cannot be switched off. Removal of these files may cause

errors in the software and the original files may not be recoverable. By installing this

software on a server or device that is running such editions you consent to these updates

in all such editions and copies of SQL Server (including components of any of them)

running on that server or device.

IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW FOR

EACH SERVER YOU PROPERLY LICENSE.

1. OVERVIEW.

1.1. Software. The software includes




1.2. License Model. The software is licensed based on either the:


• Server + Client – the number of operating system environments (OSEs) in which the

server software is run, and the number of devices and users that access instances of

server software.

1.3. Licensing Terminology.




software.


113




memory.

• Operating System Environment (“OSE”): An “operating system environment” or

“OSE” is

a) all or part of an operating system instance, or all or part of a virtual (or otherwise



rights; and

b) instances of applications, if any, configured to run on the operating system

instance or parts identified above.

A physical hardware system can have either or both of the following:

• one physical operating system environment;


• A physical operating system environment is configured to run directly on a physical




environment.

• A virtual operating system environment is configured to run on a virtual (or otherwise







physical processor.




• Assigning a License: To assign a license is to designate that license to a server, device

or user as indicated below.

• Core Factor: The core factor is a numerical value associated with a specific physical

processor for purposes of determining the number of licenses required to license all of the

physical cores on a server.

2. USE RIGHTS FOR CORE LICENSE MODEL.

2.1. Licensing a Server: Before you run instances of the server software on a server, you





114

a) Physical Cores on a Server: You may license based on all of the physical cores on

the server. If you choose this option, the number of licenses required equals the

number of physical cores on the server multiplied by the applicable core factor located

at go.microsoft.com/fwlink/?LinkID=229882.

b) Individual Virtual OSE: You may license based on the virtual OSEs within the server

in which you run the server software. If you choose this option, for each virtual OSE in







2.3. Assigning the Required Number of Licenses to the Server

a) Initial Assignment: After you determine the number of software licenses required for a




separate server.

b) Reassignment: You may reassign a license, but not within 90 days of its last

assignment. You may reassign a license sooner if you retire the licensed server to

which the license is assigned due to permanent hardware failure. If you reassign a

license, the server to which you reassign the license becomes the new licensed server

for that license.

2.4. Running Instances of the Server Software. Your right to run instances of the server


required:




b) Individual Virtual OSEs. For each virtual OSE for which you have assigned the required

number of licenses as provided in section 2.2(b), you have the right to run any number


2.5. Running Instances of the Additional Software. You may run or otherwise use any number


number of devices. You may use the additional software only with the server software

directly, or indirectly through other additional software.






software. You may store instances of the server software and additional software on

any of your servers or storage media.


115

b) You may create and store instances of the server software and additional software

solely to exercise your right to run instances of the server software under any of

your software licenses as described (e.g., you may not distribute instances to third

parties).

2.7. No Client Access Licenses (CALs) Required for Access: Under this core license model,

you do not need CALs for users or devices to access your instances of the server

software.


3.1. Assigning the License to the Server:

a) Initial Assignment: Before you run any instance of the server software under a

software license, you must assign that license to one of your servers. That server is

considered the “licensed server” for such license. You may not assign the same license

to more than one server, but you may assign other software licenses to the same

server. A hardware partition or blade is considered to be a separate server.

b) Reassignment: You may reassign a software license, but not within 90 days of the last




3.2. Running Instances of the Server Software: For each software license you assign to the



3.3. Running Instances of the Additional Software: You may run or otherwise use any


any number of devices. You may use the additional software only with the server software




3.4. Creating and Storing Instances on Your Servers or Storage Media: You have the



software.






3.5. Client Access Licenses (CALs).

a) Initial Assignment of CALs. You must acquire and assign a SQL Server 2014 CAL to




116

• You do not need CALs for any of your servers licensed to run instances of the server

software.

• You do not need CALs for up to two devices or users to access your instances of the

server software only to administer those instances.

• Your CALs permit access to your instances of earlier versions, but not later versions, of

the server software. If you are accessing instances of an earlier version, you may also

use CALs corresponding to that version.

b) Types of CALs. There are two types of CALs: one for devices and one for users. Each





c) Reassignment of CALs. You may

• permanently reassign your device CAL from one device to another, or your user CAL

from one user to another; or

• temporarily reassign your device CAL to a loaner device while the first device is out of

service, or your user CAL to a temporary worker while the user is absent.


4.1. Maximum Instances. The software or your hardware may limit the number of instances


4.2. Multiplexing. Hardware or software you use to






4.3. No Separation of Server Software. You may not separate the server software for use in



4.4. SQL Server Reporting Services Map Report Item. Power View and SQL Reporting

Services Map Item both include use of Bing Maps. You may only use the content provided

through Bing Maps, including geocodes, within Power View or SQL Reporting Services

Map Item. Your use of Bing Maps is also governed by the Bing Maps End User Terms of

Use available at go.microsoft.com/?linkid=9710837 and the Bing Maps Privacy Statement

available at go.microsoft.com/fwlink/?LinkID=248686.

4.5. Included Microsoft Programs. The software includes other Microsoft programs listed at

go.microsoft.com/fwlink/?LinkID=298186. Microsoft is making these programs available to

you as a convenience only and these programs are licensed and supported under their

own separate terms and policies. You may only use these programs in conjunction with

the software licensed here. If you do not agree to the license terms for these programs,

you may not use them.


117

4.6. Runtime-Restricted Use Software. The software is “Runtime-Restricted Use” software;

as such, it may only be used to run the Unified Solution and only as part of the Unified

Solution. The software may not be used either (i) to develop any new software

applications, (ii) in conjunction with any software applications, databases or tables other

than those contained in the Unified Solution, and/or (iii) as a standalone software

application. The foregoing provision, however, does not prohibit you from using a tool to

run queries or reports from existing tables. For clarity, you may use tools provided as part

of the Unified Solution to create new tables during the Unified Solution set up and/or

customization so long as the resulting tables will only be used with and/or as part of the

Unified Solution itself.

4.7. Use of Software Within and Across Server Farms. You may use the software on

servers located within and across your server farm if and for so long as the software is

only used with and as a part of the Unified Solution.

4.8. Outsourcing Company. You may enter into an agreement with a third party that provides

operational services or support services to you, including but not limited to network

management, application management, or data center management services (including

operation, maintenance and control of server hardware in a data center (“outsourcing

company”) to install or cause to be installed the Unified Solution on servers owned,

operated, maintained and controlled by the outsourcing company, provided that: (i) all

such server hardware on which the Unified Solution has been installed is and

continuously remains physically dedicated to running the Unified Solution solely for the

benefit and use by you and (ii) you have entered into to a written agreement that protects

the Unified Solutions and the software on commercially reasonable terms. Regardless of

the physical location of the server hardware containing the software, you remain fully

responsible for all of your obligations under this agreement, including any unauthorized

use or distribution of the software that results from any act or omission of the outsourcing

company. The outsourcing company must agree to the terms of this agreement in a

signed writing. You may only grant the outsourcing company access to the software in

order to perform operational and/or support services (including but not limited to software

maintenance, patch updating, integration, etc.) for you, and the outsourcing company may

not access or use the software for any other purpose.

5. THIRD PARTY NOTICES.

The software may include third party code, that Microsoft, not the third party, licenses to

you under the terms set forth in this agreement. Notices, if any, for any third party code

are included for your information only. Additionally, any third party scripts, linked to, called

or referenced from this software, are licensed to you by the third parties that own such

code, not by Microsoft, see ASP.NET Ajax CDN Terms of Use:

www.asp.net/ajaxlibrary/CDN.ashx.

6. INTERNET-BASED SERVICES.


them at any time.

https://sap.sharepoint.com/sites/117612/i045097/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/UPV226UR/www.asp.net/ajaxlibrary/CDN.ashx


118

7. BENCHMARK TESTING.




8. NET FRAMEWORK SOFTWARE.



software

9. MICROSOFT .NET FRAMEWORK BENCHMARK TESTING

The software includes one or more components of the .NET Framework (“.NET



comply with the conditions set forth at go.microsoft.com/fwlink/?LinkID=66406.





go.microsoft.com/fwlink/?LinkID=66406.

10. SCOPE OF LICENSE.

The software is licensed, not sold. Unless applicable law gives you more rights, Licensor

and Microsoft reserve all other rights not expressly granted under this agreement,

whether by implication, estoppel or otherwise. In doing so, you must comply with any

technical limitations in the software that only allow you to use it in certain ways. You may

not


• reverse engineer, decompile or disassemble the software, except and only to the

extent that applicable law expressly permits, despite this limitation;





• share or otherwise distribute documents, text or images created using the software

Data Mapping Services features;



• You also may not remove, minimize, block or modify any logos, trademarks, copyright,




119

• Rights to access the software on any device do not give you any right to implement


access that device.

11. BACKUP COPY



12. DOCUMENTATION



13. NOT FOR RESALE SOFTWARE.









applications (the “Unified Solution”) delivered to you by or on behalf of the Licensor solely

as part of the Unified Solution. Before the transfer, that end user must agree that this

agreement applies to the transfer and use of the software. The first user may not retain

any instances of the software unless that user also retains another license for the

software.









https://sap.sharepoint.com/sites/117612/i045097/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/UPV226UR/www.microsoft.com/education

https://sap.sharepoint.com/sites/117612/i045097/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/UPV226UR/www.microsoft.com/exporting


120

18. LEGAL EFFECT


of your state or country. You may also have rights with respect to the Licensor from whom













WARRANTIES ARE PROVIDED SOLELY BY THE LICENSOR AND DO NOT

ORIGINATE FROM, AND ARE NOT BINDING ON, MICROSOFT.












In this paragraph, “goods” refers to the software for which Microsoft provides the express

warranty. Our goods come with guarantees that cannot be excluded under the Australian

Consumer Law. You are entitled to a replacement or refund for a major failure and

compensation for any other reasonably foreseeable loss or damage. You are also entitled

to have the goods repaired or replaced if the goods fail to be of acceptable quality and the

failure does not amount to a major failure. Goods presented for repair may be replaced by

refurbished goods of the same type rather than being replaced. Refurbished parts may be

used to repair the goods.


121

Microsoft, SQL Server and Windows are registered trademarks of Microsoft Corporation

in the United States and/or other countries.

Microsoftâ SQL Serverä 2008, Standard Edition (Server Proc Runtime) Software





• updates,





software to Licensor.

BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT

ACCEPT THEM, DO NOT USE THE SOFTWARE. INSTEAD, RETURN IT TO THE

PLACE OF PURCHASE FOR A REFUND OR CREDIT.

These terms supersede any electronic terms which may be contained within the software.

If any of the terms contained within the software conflict with these terms, these terms will

control.

1. OVERVIEW.

a) Software: The software includes

• server software; and



b) License Model: The software is licensed based on

• the number of physical and virtual processors used by operating system environments

in which you run instances of the server software.

c) Licensing Terminology.

• Instance: You create an “instance” of software by executing the software’s setup or

install procedure. You also create an instance of software by duplicating an existing

instance. References to software in this agreement include “instances” of the software.

• Run an Instance: You “run an instance” of software by loading it into memory and



memory.

• Operating System Environment:

• An “operating system environment” is

• all or part of an operating system instance, or all or part of a virtual (or otherwise

emulated) operating system instance which enables separate machine identity (primary

computer name or similar unique identifier) or separate administrative rights, and


122

• instances of applications, if any, configured to run on the operating system instance or

parts identified above.

• There are two types of operating system environments, physical and virtual. A physical

operating system environment is configured to run directly on a physical hardware

system. The operating system instance used to run hardware virtualization software

(e.g. Microsoft Virtual Server or similar technologies) or to provide hardware

virtualization services (e.g. Microsoft virtualization technology or similar technologies)

is considered part of the physical operating system environment. A virtual operating

system environment is configured to run on a virtual (or otherwise emulated) hardware

system. A physical hardware system can have either or both of the following:

• one physical operating system environment


• Server: A “server” is a physical hardware system capable of running server software. A hardware partition or blade is considered to be a separate physical hardware system.

• Physical and Virtual Processors: A physical processor is a processor in a physical hardware system. Physical operating system environments use physical processors. A virtual processor is a processor in a virtual (or otherwise emulated) hardware system. Virtual operating system environments use virtual processors. A virtual processor is considered to have the same number of threads and cores as each physical processor on the underlying physical hardware system.

• Assigning a License: To “assign a license” means simply to designate that license to one server.

2. USE RIGHTS.

a) Licensing a Server. Before you run instances of the server software on a server, you

must determine the required number of software licenses and assign those licenses

to that server as described below.

i. Determining the Number of Licenses Required:

ii. You must first determine the number of software licenses you need. The total

number of software licenses required for a server equals the sum of the software

licenses required under (a) and (b) below.

b) To run instances of the server software in the physical operating system environment

on a server, you need a software license for each physical processor that the

physical operating system environment uses.

c) To run instances of the server software in virtual operating system environments on a

server, you need a software license for each virtual processor that each of those

virtual operating system environments uses. If a virtual operating system environment

uses a fraction of a virtual processor, the fraction counts as a full virtual processor.

d) Assigning the Required Number of Licenses to the Server.

iii. After you determine the number of software licenses you need for a server, you

must assign that number of software licenses to that server. That server is the

licensed server for all of those licenses. You may not assign the same license to

more than one server. A hardware partition or blade is considered to be a

separate server.


123

iv. You may reassign the software license, but not within 90 days of the last


server due to permanent hardware failure. If you reassign a license, the server to

which you reassign the license becomes the new licensed server for that license.

e) Running Instances of the Server Software: For each server to which you have

assigned the required number of software licenses, you may run, at any one time,

any number of instances of the server software in physical and virtual operating

system environments on the licensed server. However, the total number of physical

and virtual processors used by those operating system environments cannot exceed

the number of software licenses assigned to that server.

f) Running Instances of the Additional Software: You may run or otherwise use any

number of instances of additional software listed below in physical or virtual operating

system environments on any number of devices so long as the additional software is

used only in conjunction with the integrated software turnkey application or suite of

applications (the “Unified Solution”) delivered by or on behalf of the Licensor. You

may use additional software only with the server software directly or indirectly through

other additional software.

• Business Intelligence Development Studio

• Client Tools Backward Compatibility


• Client Tools Software Development Kit

• Management Studio

• Microsoft Sync Framework

• SQL Server 2008 Books Online

g) Runtime-Restricted Use Software: The software is “Runtime-Restricted Use” software;

as such, it may only be used to run the Unified Solution solely as part of the Unified

Solution. The software may not be used either

• to develop any new software applications,

• in conjunction with any software applications, databases or tables other than those


• as a standalone software application.


or reports from existing tables.

h) Creating and Storing Instances on Your Servers or Storage Media You have the

additional rights below for each software license you acquire.

• You may create any number of instances of the server software and additional

software.

• You may store instances of the server software and additional software on any of your


• You may create and store instances of the server software and additional software




124

i) No Client Access Licenses (CALs) Required for Access. You do not need CALs for

the other devices to access your instances of the server software.


a) Maximum Instances: The software or your hardware may limit the number of

instances of the server software that can run in physical or virtual operating system

environments on the server.

b) Multiplexing: Hardware or software you use to


• reroute information, and

• reduce the number of devices or users that directly access or use the software, or

• reduce the number of devices or users the software directly manages,

• (sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of


c) Included Microsoft Programs: The software contains other Microsoft programs.

The license terms with those programs apply to your use of them.

d) No Separation of Server Software: You may not separate the server software for use

in more than one operating system environment under a single license, unless

expressly permitted. This applies even if the operating system environments are on the

same physical hardware system.

e) Fail-over Server: For any operating system environment in which you run instances of

the server software, you may run up to the same number of passive fail-over instances

in a separate operating system environment for temporary support. The number of

processors used in that separate operating system environment must not exceed the

number of processors used in the corresponding operating system environment in

which the active instances are running. You may run the passive fail-over instances on

a server other than the licensed server.



them at any time.

5. MICROSOFT .NET FRAMEWORK AND POWERSHELL SOFTWARE

The software contains Microsoft .NET Framework and PowerShell software. These

software components are part of Windows.



any benchmark test of the software. However, this does not apply to the Windows

components. For Microsoft .NET Framework see below.


125

7. MICROSOFT .NET FRAMEWORK




comply with the conditions set forth at http://go.microsoft.com/fwlink/?LinkID=66406.






8. SCOPE OF LICENSE

The software is licensed, not sold. This agreement only gives you some rights to use the

software. Licensor and Microsoft reserve all other rights. Unless applicable law gives you

more rights despite this limitation, you may use the software only as expressly permitted

in this agreement. In doing so, you must comply with any technical limitations in the

software that only allow you to use it in certain ways. For more information, see

www.microsoft.com/licensing/userights.

You may not






• publish the software for others to copy;





access that device.

9. BACKUP COPY



10. DOCUMENTATION





http://www.microsoft.com/licensing/userights


126







13. TRANSFER TO ANOTHER DEVICE

You may uninstall the software and install it on another device for your use solely as part

of the Unified Solution. You may not do so to share this license between devices to

reduce the number of licenses you need.


The first user of the software may transfer it, this agreement, and CALs, directly to

another end user as part of a transfer of the Unified Solution delivered to you by or on

behalf of the Licensor solely as part of the Unified Solution. Before the transfer, that end

user must agree that this agreement applies to the transfer and use of the software. The

first user may not retain any instances of the software unless that user also retains

another license for the software.







This agreement, and the terms for supplements, updates, and Internet-based services

that you use, are the entire agreement for the software.

17. LEGAL EFFECT







127























Microsoft and SQL Server are registered trademarks of Microsoft Corporation in the

United States and/or other countries.

MICROSOFT SQL SERVER 2008, STANDARD EDITION (SERVER CAL RUNTIME)

SOFTWARE





• updates,





software to Licensor.


128

BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT

ACCEPT THEM, DO NOT USE THE SOFTWARE. INSTEAD, RETURN IT TO THE

PLACE OF PURCHASE FOR A REFUND OR CREDIT.

These terms supersede any electronic terms which may be contained within the

software. If any of the terms contained within the software conflict with these

terms, these terms will control.

IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW

FOR EACH SOFTWARE LICENSE YOU ACQUIRE.

1. OVERVIEW

a) Software. The software includes

• server software; and



b) License Model. The software is licensed based on

• the number of instances of server software that you run; and

• the number of devices and users that access instances of server software.

c) Licensing Terminology:

• Instance: You create an “instance” of software by executing the software’s setup or

install procedure. You also create an instance of software by duplicating an existing

instance. References to software in this agreement include “instances” of the software.

• Run an Instance: You “run an instance” of software by loading it into memory and



memory.

• Operating System Environment:

• An “operating system environment” is

• all or part of an operating system instance, or all or part of a virtual (or otherwise


computer name or similar unique identifier) or separate administrative rights, and

• instances of applications, if any, configured to run on the operating system instance or


There are two types of operating system environments, physical and virtual. A physical

operating system environment is configured to run directly on a physical hardware

system. The operating system instance used to run hardware virtualization software (e.g.

Microsoft Virtual Server or similar technologies) or to provide hardware virtualization

services (e.g. Microsoft virtualization technology or similar technologies) is considered

part of the physical operating system environment. A virtual operating system

environment is configured to run on a virtual (or otherwise emulated) hardware system. A

physical hardware system can have either or both of the following:

• one physical operating system environment


129


• Server: A “server” is a physical hardware system capable of running server software. A


• Assigning a License: To “assign a license” means simply to designate that license to

one device or user.

2. USE RIGHTS.

a) Assigning the License to the Server.

i. Before you run any instance of the server software under a software license, you must

assign that license to one of your servers. That server is the licensed server for that

particular license. You may assign other software licenses to the same server, but you

may not assign the same license to more than one server. A hardware partition or

blade is considered to be a separate server.

ii. You may reassign a software license, but not within 90 days of the last assignment.

You may reassign a software license sooner if you retire the licensed server due to

permanent hardware failure. If you reassign a license, the server to which you reassign

the license becomes the new licensed server for that license.

b) Running Instances of the Server Software. You may run any number of instances of

the server software in one physical or virtual operating system environment on the

licensed server at a time.

c) Running Instances of the Additional Software. You may run or otherwise use any

number of instances of additional software listed below in physical or virtual operating

system environments on any number of devices solely to support your use of the

integrated software turnkey application or suite of applications (the “Unified Solution”)

delivered by or on behalf of the Licensor. You may use additional software only with

the server software directly or indirectly through other additional software.




• Client Tools Software Development Kit

• Management Studio

• Microsoft Sync Framework


d) Creating and Storing Instances on Your Servers or Storage Media: You have the

additional rights below for each software license you acquire.

• You may create any number of instances of the server software and additional

software.

• You may store instances of the server software and additional software on any of your



130

• You may create and store instances of the server software and additional software



e) Included Microsoft Programs: The software contains other Microsoft programs. The

license terms with those programs apply to your use of them.


a) Client Access Licenses (CALs)

i. You must acquire and assign a SQL Server 2008 CAL to each device or user that

accesses your instances of the server software directly or indirectly. A hardware

partition or blade is considered to be a separate device.

• You may not access instances of the server software under Workgroup Edition CALs.

• You may use your Windows Small Business Server (“SBS”) 2008 CAL Suite for

Premium Users or Devices instead of SQL Server 2008 CALs to access your instances

of the server software within an SBS 2008 domain.

• You may use your Windows Essential Business Server (“EBS”) 2008 CAL Suite for

Premium Users or Devices instead of SQL Server 2008 CALs to access your instances

of the server software within an EBS domain.


software.






ii. Types of CALs: There are two types of CALs: one for devices and one for users. Each





iii. Reassignment of CALs: You may





b) Runtime-Restricted Use Software: The software is “Runtime-Restricted Use”

software; as such, it may only be used in conjunction with the Unified Solution. The

software may not be used either

iv. to develop any new software applications,

v. in conjunction with any software applications, databases or tables other than those



131

vi. as a standalone software application. The foregoing provision, however, does not prohibit

you from using a tool to run queries or reports from existing tables.

A CAL permits you to access instances of only the Runtime-Restricted User version of the

server software licensed and delivered to you as part of the Unified Solution, in

accordance with the other terms of the agreement.

c) Maximum Instances: The software or your hardware may limit the number of

instances of the server software that can run in physical or virtual operating system

environments on the server.

d) Multiplexing: Hardware or software you use to


• reroute information, and

• reduce the number of devices or users that directly access or use the software, or

• reduce the number of devices or users the software directly manages.



e) No Separation of Server Software: You may not separate the server software for use

in more than one operating system environment under a single license, unless

expressly permitted. This applies even if the operating system environments are on the

same physical hardware system.

f) Fail-over Server: For any operating system environment in which you run instances of

the server software, you may run up to the same number of passive fail-over instances

in a separate operating system environment for temporary support. You may run the

passive fail-over instances on a server other than the licensed server.



them at any time.

5. NET FRAMEWORK AND POWERSHELL SOFTWARE

The software contains Microsoft .NET Framework and PowerShell software. These

software components are part of Windows.



any benchmark test of the software. However, this does not apply to the Windows

components. For Microsoft .NET Framework see below.

7. MICROSOFT .NET FRAMEWORK




132


comply with the conditions set forth at http://go.microsoft.com/fwlink/?LinkID=66406.






8. SCOPE OF LICENSE.





software that only allow you to use it in certain ways. For more information, see

www.microsoft.com/licensing/userights.

You may not






• publish the software for others to copy;





access that device.

9. BACKUP COPY



10. DOCUMENTATION







http://www.microsoft.com/licensing/userights


133





13. TRANSFER TO ANOTHER DEVICE

You may uninstall the software and install it on another device for your use solely as part

of the Unified Solution. You may not do so to share this license between devices to

reduce the number of licenses you need.


The first user of the software may transfer it, this agreement, and CALs, directly to

another end user as part of a transfer of the Unified Solution delivered to you by or on

behalf of the Licensor solely as part of the Unified Solution. Before the transfer, that end

user must agree that this agreement applies to the transfer and use of the software. The

first user may not retain any instances of the software unless that user also retains

another license for the software.







This agreement, and the terms for supplements, updates, and Internet-based services

that you use, are the entire agreement for the software.

17. LEGAL EFFECT







134























Microsoft and SQL Server are registered trademarks of Microsoft Corporation in the

United States and/or other countries.

Microsoft SQL Server 2012, Standard Edition (Server CAL Runtime) Software

1. OVERVIEW

1.1. Software The software includes




1.2. License Model The software is licensed based on either the:


• Server + Client – the number of instances of server software that you run, and the

number of devices and users that access instances of server software.

1.3. Licensing Terminology


135




software.

• Run an Instance You “run an instance” of the software by loading it into memory and



memory.

• Operating System Environment (“OSE”) An “operating system environment” or

“OSE” is

i. all or part of an operating system instance, or all or part of a virtual (or otherwise


computer name or similar unique identifier) or separate administrative rights; and

ii. instances of applications, if any, configured to run on the operating system instance or





A physical operating system environment is configured to run directly on a physical




environment.

A virtual operating system environment is configured to run on a virtual (or otherwise







physical processor.




• Assigning a License: To assign a license is to designate that license to a server,


• Core Factor The core factor is a numerical value associated with a specific physical

processor for purposes of determining the number of licenses required to license all of

the physical cores on a server.


136

2. USE RIGHTS FOR CORE LICENSE MODEL:

2.1. Licensing a Server Before you run instances of the server software on a server, you






physical cores on the server multiplied by the applicable core factor located at










2.3. Assigning the Required Number of Licenses to the Server:

Initial Assignment. After you determine the number of software licenses required for a




separate server.

Reassignment. You may reassign a license, but not within 90 days of its last assignment.

You may reassign a license sooner if you retire the licensed server to which the license is

assigned due to permanent hardware failure. If you reassign a license, the server to which


2.4. Running Instances of the Server Software: Your right to run instances of the server


required:





number of licenses as provided in section 2.2(b) , you have the right to run any number










137




• Data Quality Services



• Management Tools - Basic

• Management Tools - Complete

• Reporting Services – SharePoint

• Reporting Services Add-in for SharePoint Products

• Master Data Services

• Sync Framework

• SQL Client Connectivity SDK





software.






2.7. No Client Access Licenses (CALs) Required for Access. Under this core license

model, you do not need CALs for users or devices to access your instances of the server

software.


3.1. Assigning the License to the Server.

a) Initial Assignment. Before you run any instance of the server software under a





b) Reassignment. You may reassign a software license, but not within 90 days of the last





138





















• Sync Framework






software.






3.5. Client Access Licenses (CALs)

a) Initial Assignment of CALs:

b) Initial Assignment of CALs: You must acquire and assign a SQL Server 2012 CAL to



• You do not need CALs for any of your servers licensed to run instances of the server software.


139

• You do not need CALs for up to two devices or users to access your instances of the server software only to administer those instances.

• Your CALs permit access to your instances of earlier versions, but not later versions, of the server software. If you are accessing instances of an earlier version, you may also use CALs corresponding to that version.

c) Types of CALs: There are two types of CALs: one for devices and one for users. Each





d) Reassignment of CALs: You may

• permanently reassign your device CAL from one device to another, or your user CAL from

one user to another; or



3.6. Runtime-Restricted Use Software: The software is “Runtime-Restricted Use” software;

as such, it may only be used in conjunction with the Unified Solution. The software may

not be used either

i. to develop any new software applications,

ii. in conjunction with any software applications, databases or tables other than those


iii. as a standalone software application. The foregoing provision, however, does not

prohibit you from using a tool to run queries or reports from existing tables. A CAL

permits you to access instances of only the Runtime-Restricted User version of the

server software licensed and delivered to you as part of the Unified Solution, in

accordance with the other terms of the agreement.


4.1. Alternative Versions

The software may include more than one version, such as 32-bit and 64-bit. For each


either version.

4.2. Maximum Instances. The software or your hardware may limit the number of instances


4.3. Multiplexing. Hardware or software you use to







140

4.4. No Separation of Server Software. You may not separate the server software for use in



4.5. Fail-over Server. For any OSE in which you run instances of the server software, you

may run up to the same number of passive fail-over instances in a separate OSE for

temporary support. You may run the passive fail-over instances on a server other than the

licensed server. However, if you have licensed the server software under section 2.2(a)

and the OSE in which you run the passive fail-over instances is on a separate server, the

number of physical cores on the separate server must not exceed the number of physical

cores on the licensed server and the core factor for the physical processors in that server

must be the same or lower than the core factor for the physical processors in the licensed

server. If you have licensed the server software under section 2.2(b), the number of

hardware threads used in that separate OSE must not exceed the number of hardware

threads used in the corresponding OSE in which the active instances run.

4.6. SQL Server Reporting Services Map Report Item: The software may include features

that retrieve content such as maps, images and other data through the Bing Maps (or

successor branded) application programming interface (the “Bing Maps APIs”). The

purpose of these features is to create reports displaying data on top of maps, aerial and

hybrid imagery. If these features are included, you may use them to create and view

dynamic or static documents. This may be done only in conjunction with and through

methods and means of access integrated in the software. You may not otherwise copy,

store, archive, or create a database of the content available through the Bing Maps APIs.

You may not use the following for any purpose even if they are available through the Bing

Maps APIs:

• Bing Maps APIs to provide sensor based guidance/routing, or

• any Road Traffic Data or Bird’s Eye Imagery (or associated metadata.

Your use of the Bing Maps APIs and associated content is also subject to the additional

terms and conditions at go.microsoft.com/fwlink/?LinkId=21969.

4.7. Included Microsoft Programs: The software includes other Microsoft programs listed at

http://go.microsoft.com/fwlink/?LinkID=231864, which are licensed under the terms and

conditions associated with them. You may only use these programs in conjunction with

the software licensed here. If you do not accept the license terms associated with a

program, you may not use that program.

5. INTERNET-BASED SERVICES:

Microsoft provides internet-based services with the software. it may change or cancel

them at any time.







141




software

8. MICROSOFT .NET FRAMEWORK BENCHMARK TESTING:




comply with the conditions set forth at go.microsoft.com/fwlink/?LinkID=66406. Notwithstanding

any other agreement you may have with Microsoft, if you disclose such benchmark test

results, Microsoft shall have the right to disclose the results of benchmark tests it

conducts of your products that compete with the applicable .NET Component, provided it

complies with the same conditions set forth at go.microsoft.com/fwlink/?LinkID=66406.

9. SCOPE OF LICENSE





software that only allow you to use it in certain ways. You may not

















access that device.


142

10. BACKUP COPY



11. DOCUMENTATION





















agreement applies to the transfer and use of the software. The transfer must include the

software and the Proof of License label. The first user may not retain any instances of the

software unless that user also retains another license for the software.









143




18. LEGAL EFFECT

This a agreement describes certain legal rights. You may have other rights under the laws

















144












REFERENCES TO “LIMITED WARRANTY” ARE REFERENCES TO THE EXPRESS

WARRANTY PROVIDED BY MICROSOFT. THIS WARRANTY IS GIVEN IN ADDITION

TO OTHER RIGHTS AND REMEDIES YOU MAY HAVE UNDER LAW, INCLUDING

YOUR RIGHTS AND REMEDIES IN ACCORDANCE WITH THE STATUTORY

GUARANTEES UNDER THE AUSTRALIAN CONSUMER LAW.

If the Australian Consumer Law applies to your purchase, the following applies to you:

Our goods come with guarantees that cannot be excluded under the Australian Consumer

Law. You are entitled to a replacement or refund for a major failure and compensation for

any other reasonably foreseeable loss or damage. You are also entitled to have the

goods repaired or replaced if the goods fail to be of acceptable quality and the failure

does not amount to a major failure.

Microsoft SQL Server 2012, Standard Edition (Core-based Runtime) Software

1. OVERVIEW.

1.1. Software: The software includes




1.2. License Model: The software is licensed based on either the:


• Server + Client – the number of instances of server software that you run, and the

number of devices and users that access instances of server software.

1.3. Licensing Terminology:




software.

• Run an Instance: You “run an instance” of the software by loading it into memory and



145


memory.

• Operating System Environment (“OSE”): An “operating system environment” or

“OSE” is

i. all or part of an operating system instance, or all or part of a virtual (or otherwise


computer name or similar unique identifier) or separate administrative rights; and

ii. instances of applications, if any, configured to run on the operating system instance or





A physical operating system environment is configured to run directly on a physical




environment.

A virtual operating system environment is configured to run on a virtual (or otherwise


• Server. A server is a physical hardware system capable of running server software. A


• Physical Core. A physical core is a core in a physical processor. A physical processor


• Hardware Thread. A hardware thread is either a physical core or a hyper-thread in a

physical processor.

• Virtual Core. A virtual core is the unit of processing power in a virtual (or otherwise



• Assigning a License. To assign a license is to designate that license to a server,


• Core Factor. The core factor is a numerical value associated with a specific physical

processor for purposes of determining the number of licenses required to license all of

the physical cores on a server.

2. USE RIGHTS FOR CORE LICENSE MODEL

2.1. Licensing a Server. Before you run instances of the server software on a server, you







146

physical cores on the server multiplied by the applicable core factor located at










2.3. Assigning the Required Number of Licenses to the Server:

Initial Assignment. After you determine the number of software licenses required for a




separate server.

Reassignment. You may reassign a license, but not within 90 days of its last assignment.

You may reassign a license sooner if you retire the licensed server to which the license is

assigned due to permanent hardware failure. If you reassign a license, the server to which


2.4. Running Instances of the Server Software: Your right to run instances of the server


required:





number of licenses as provided in section 2.2(b) , you have the right to run any number

















147





• Sync Framework






software.






2.7. No Client Access Licenses (CALs) Required for Access: Under this core license

model, you do not need CALs for users or devices to access your instances of the server

software.

2.8. Runtime-Restricted Use Software: The software is “Runtime-Restricted Use” software;

as such, it may only be used to run the Unified Solution solely as part of the Unified

Solution. The software may not be used either (i) to develop any new software

applications, (ii) in conjunction with any software applications, databases or tables other

than those contained in the Unified Solution, and/or (iii) as a standalone software

application. The foregoing provision, however, does not prohibit you from using a tool to

run queries or reports from existing tables.


3.1. Assigning the License to the Server:

a) Initial Assignment: Before you run any instance of the server software under a





b) Reassignment: You may reassign a software license, but not within 90 days of the last





148




3.3. Running Instances of the Additional Software: You may run or otherwise use any number


number of devices. You may use the additional software only with the server software















• Sync Framework






software.






3.5. Client Access Licenses (CALs):

a) Initial Assignment of CALs: You must acquire and assign a SQL Server 2012 CAL to




software.


149






b) Types of CALs: There are two types of CALs: one for devices and one for users. Each





c) Reassignment of CALs: You may





4. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS

4.1. Alternative Versions:

The software may include more than one version, such as 32-bit and 64-bit. For each


either version.

4.2. Maximum Instances: The software or your hardware may limit the number of instances


4.3. Multiplexing: Hardware or software you use to






4.4. No Separation of Server Software: You may not separate the server software for use in



4.5. Fail-over Server: For any OSE in which you run instances of the server software, you

may run up to the same number of passive fail-over instances in a separate OSE for

temporary support. You may run the passive fail-over instances on a server other than the

licensed server. However, if you have licensed the server software under section 2.2(a)

and the OSE in which you run the passive fail-over instances is on a separate server, the

number of physical cores on the separate server must not exceed the number of physical

cores on the licensed server and the core factor for the physical processors in that server

must be the same or lower than the core factor for the physical processors in the licensed

server. If you have licensed the server software under section 2.2(b), the number of


150

hardware threads used in that separate OSE must not exceed the number of hardware

threads used in the corresponding OSE in which the active instances run.

4.6. SQL Server Reporting Services Map Report Item: The software may include features

that retrieve content such as maps, images and other data through the Bing Maps (or

successor branded) application programming interface (the “Bing Maps APIs”). The

purpose of these features is to create reports displaying data on top of maps, aerial and

hybrid imagery. If these features are included, you may use them to create and view

dynamic or static documents. This may be done only in conjunction with and through

methods and means of access integrated in the software. You may not otherwise copy,

store, archive, or create a database of the content available through the Bing Maps APIs.

You may not use the following for any purpose even if they are available through the Bing

Maps APIs:

• Bing Maps APIs to provide sensor based guidance/routing, or

• any Road Traffic Data or Bird’s Eye Imagery (or associated metadata.

Your use of the Bing Maps APIs and associated content is also subject to the additional

terms and conditions at go.microsoft.com/fwlink/?LinkId=21969.

4.7. Included Microsoft Programs: The software includes other Microsoft programs listed at

http://go.microsoft.com/fwlink/?LinkID=231864, which are licensed under the terms and

conditions associated with them. You may only use these programs in conjunction with

the software licensed here. If you do not accept the license terms associated with a

program, you may not use that program.

5. INTERNET-BASED SERVICES:


them at any time.








software

8. MICROSOFT .NET FRAMEWORK BENCHMARK TESTING:






151

comply with the conditions set forth at go.microsoft.com/fwlink/?LinkID=66406. Notwithstanding

any other agreement you may have with Microsoft, if you disclose such benchmark test

results, Microsoft shall have the right to disclose the results of benchmark tests it

conducts of your products that compete with the applicable .NET Component, provided it

complies with the same conditions set forth at go.microsoft.com/fwlink/?LinkID=66406.

9. SCOPE OF LICENSE





software that only allow you to use it in certain ways. You may not

















access that device.

10. BACKUP COPY



11. DOCUMENTATION



12. NOT FOR RESALE SOFTWARE:



152

13. ACADEMIC EDITION SOFTWARE:
















agreement applies to the transfer and use of the software. The transfer must include the

software and the Proof of License label. The first user may not retain any instances of the

software unless that user also retains another license for the software.









18. LEGAL EFFECT








153
























References to “Limited Warranty” are references to the express warranty provided by

Microsoft. This warranty is given in addition to other rights and remedies you may have

under law, including your rights and remedies in accordance with the statutory guarantees

under the Australian Consumer Law.

If the Australian Consumer Law applies to your purchase, the following applies to you:

Our goods come with guarantees that cannot be excluded under the Australian Consumer

Law. You are entitled to a replacement or refund for a major failure and compensation for

any other reasonably foreseeable loss or damage. You are also entitled to have the

goods repaired or replaced if the goods fail to be of acceptable quality and the failure

does not amount to a major failure.


154

Exhibit 5- Pass Through Terms for Directories

1. COPYRIGHT NOTICES FOR ADDRESS DIRECTORIES:

Country Vendor Copyright Notice

Australia Australia Post

© Copyright the Australian Postal

Corporation 2016. All rights reserved.

No part of this document may be

reproduced, adapted or transmitted in

any form or by any means without the

express written permission

of Australia Post.

All World; Bulgaria;

Estonia; Latvia;

Lithuania; Poland;

Russia; Greece

UPU

©UPU, 2015. All rights reserved.

The contents of this CD are copyright

protected by the UPU. While

reproduction of the standards for use

by participants in the UPU standards

development process is permitted

without prior permission from the UPU,

neither the standards nor any extract

from them may be reproduced, stored

or transmitted in any form for any other

purpose without prior written

permission from the UPU.

However, one copy of the CD may be

printed and used solely by the

individual who purchased the CD as a

personal copy. No other copies of the

standards may be printed or distributed

to others for any other purpose.

Requests for permission to reproduce

this document for other purposes

should be addressed to:

Universal Postal Union

Standards Programme

P.O. Box 312

3000 BERNE 15

SWITZERLAND

Tel: + 41 31 350 3111

Fax: + 41 31 350 3110

E-mail: [email protected]

Austria Österreichische Post

Copyright © Österreichische Post AG –

All rights reserved.


155

Belgium Bisnode

This Bisnode Streetreference file

(referred to in the contract as “street”

and “neighborhood”) is the exclusive

property of Bisnode Belgium NV. You

acknowledge that Bisnode Belgium is

the owner of all copyrights related to

this file, and agree that copyright

cannot be disputed . These copyrights

concern the file itself , the information

contained therein , the derivatives, and

the use of documents as the primary

documents delivered.

Brazil DataMotion

Datamotion.com.br © Copyright 2016

Data Motion Tecnologia e Serviços

LTDA

Canada Canada Post

© 2017 Canada Post Corporation

China; Mexico; all

geocoding

directories by HERE

HERE

© 2017 HERE

Czech Rep. Ceska posta © 2016 Česká pošta

Denmark Eniro

The rights to Eniro's card and other

material at krak.dk, dgs.dk and

eniro.dk, including copyright and

trademark rights,

belong to Eniro Danmark (Eniro) and

content providers.

The contents of krak.dk, dgs.dk and

eniro.dk we make available for use in

accordance with Eniro's guidelines for

this.

The fact that we make available the

material on krak.dk, dgs.dk and

eniro.dk will in no case change the

rights to the material unless otherwise

expressly stated.

Finland Itella © Posti Group Corporation

France Mediapost

© MEDIAPOST 2017

Germany Deutsche Post Direkt

© Deutsche Post Direkt GmbH

DATAFACTORY STREETCODE

© 2017 Deutsche Post AG


156

Hungary Magyar Posta © 2017 Magyar Posta Zrt.

India; Geocoding

India MapMyIndia

© Copyright 2017. CE Info Systems

Pvt. Ltd. All Rights Reserved.

Ireland AnPost

All content © An Post 2017

Japan MPHPT

Copyright (c) 2008 Ministry of Internal

Affairs and Communications All Rights

Reserved.

Luxemburg Post Luxemburg © POST Group 2017

NCOA; US National

Dir.

AIS Main Contract;

USPS Cert. Addr.

LacsLink; USPS

Cert. Addr. DPV;

USPS Cert. Addr.

Suite Link

USPS

Copyright © 2017 USPS. All Rights

Reserved

Netherlands Cendris

Unless expressly otherwise agreed

between the Parties, the intellectual

property rights (including any

copyrights) to all products made

available to the client under an

agreement (including any software,

data and databases) will remain in the

possession of PostNL Data Solutions

and will not be transferred to the client.

New Zealand New Zealand Post

This document and the information in it

is restricted, confidential and

proprietary to New Zealand Post,

and shall not be used or reproduced

for any purpose except with the written

consent of New Zealand Post.

© NZ POST - Commercial In

Confidence

© New Zealand Post 2017

Norway Bring Copyright © Posten Norge AS

Portugal CTT © 2017 CTT


157

Singapore; Taiwan;

Turkey; all

Geocoding

directories by

TomTom

TomTom

Copyright © 2017 TomTom

International BV. All rights reserved.

Slovakia Slovenska POSTA

© 2017 Slovenská pošta

Slovenska Posta, a. s.

Partizanska cesta c.9

975 99 Banska Bystrica 1

Spain DeyDe ® 2016 DEYDE Calidad de Datos. All

rights reserved.

Sweden Postnummernservice

© 2005-2017

POSTNUMMERSERVICE NORDEN

ALL RIGHTS RESERVED

Switzerland Schweizerische Post

© 2017 Die Schweizerische Post AG

UK Royal Mail

© Royal Mail Group Ltd 2017. All rights

reserved

AUSTRALIA ADDRESS DIRECTORY (AUSTRALIAN POSTAL CORPORATION):

1. Interpretation

1.1. Definitions

• “Agreement” means this agreement for the supply and license of the Solution to the

End User, and includes the Schedules.

• “Australia Post” means the Australian Postal Corporation, including, where permitted

by context, all of the Australia Post’s officers, employees, agents and contractors.

• “Australia Post Data” means each data set which is supplied and licensed to the

Licensor by Australia Post, and licensed by the Licensor to the End User, as specified

in each Schedule.

• “Business Day” means a day other than a Saturday, Sunday or gazetted public

holiday in Victoria, Australia or an Australia Post authorised holiday.

• “Claim” means any allegation, debt, cause of action, liability, claim, proceeding, suit or

demand of any nature howsoever arising and whether present or future, fixed or

unascertained, actual or contingent, whether at Law, in equity, under statute or

otherwise.

• “Corporate Group” means a group of Single Legal Entities consisting of the

Corporate Group Owner and up to nine nominated Subsidiaries (as defined in the

Corporates Act) of the Corporate Group Owner.


158

• “Corporate Group Owner” means a Single Legal Entity that is the Holding Company

(as defined in the Corporations Act) of each of the other entities of the Corporate

Group.

• “Corporations Act” means the Corporations Act 2001 (Cth).

• “End User” means a Single Legal Entity or Corporate Group Owner authorised to use

the Solution granted by the Licensor in accordance with this Agreement.

• “Intellectual Property Rights” means all intellectual property rights including current

and future registered and unregistered rights in respect of copyright, designs, circuit

layouts, trademarks, know-how, confidential information, patents, inventions, domain

names and discoveries and all other intellectual property as defined in article 2 of the

convention establishing the World Intellectual Property Organisation 1967.

• “Loss” means any damage, loss, cost and expense (including legal and other

professional advisors’ costs and expenses) suffered by a party.

• “Material Term” means clauses 0, 0 and 0 of this Agreement.

• “Permitted Purpose” means the permitted purpose as defined in the relevant

Schedule.

• “Personal Information” has the meaning given in the Privacy Act 1988 (Cth) (as

amended).

• “Privacy Law” means all Commonwealth, State and Territory legislation, principles,

industry codes and policies relating to the collection, use, disclosure, storage or

granting of access rights to the Personal Information including, but not limited to the

Privacy Act 1988 (as amended from time to time).

• “Prohibited Purpose” means each of the prohibited purposes as defined in the

relevant Schedule.

• “Related Body Corporate” has the meaning in the Corporations Act.

• “Representative” of a party includes an employee, agent, officer, director, adviser,

contractor or sub-contractor of that party or of a Related Body Corporate of that party.

• “Single Legal Entity” means an individual person, body corporate or other legal entity

and for the purposes of the government means an individual Agency as defined under

the Financial Management and Accountability Act 1997 or an individual

Commonwealth authority or company under the Commonwealth Authorities and

Companies Act 1997.

• “Solution” means the Licensor’s solution (including software, products and / or

services) which incorporates, reproduces, embodies or utilises the Australia Post Data

or its derivative works, and licensed to the End User under this End User Agreement.

• “Subsidiary” has the meaning given in the Corporations Act.

2. LICENCE

2.1. Licensor grants to the End User a non-exclusive, non-transferable, revocable licence for

the term of this Agreement to use the Solution solely for the Permitted Purposes in

respect of each applicable Schedule in accordance with the terms and conditions set out

in this Agreement and the applicable Schedule, subject to any conditions and restrictions

specified in the Permitted Purpose.


159

2.2. If a Schedule includes other terms and conditions, then those terms and conditions will

apply, but only in respect of that Schedule.

2.3. Any rights not specifically granted to the End User under this Agreement are reserved to

the extent permitted by law. Without limiting the previous sentence, the End User must

not use the Solution for any Prohibited Purpose. To the extent that a particular purpose

falls within the definition of both a Permitted Purpose and a Prohibited Purpose in a

Schedule, such purpose is considered a Prohibited Purpose for the purposes of that

Schedule.

2.4. For the avoidance of doubt, the End User shall not:

a) reproduce, copy, modify, amend, assign, distribute, transfer, sub-license, reverse

assemble or reverse compile, merge or otherwise deal with, exploit or commercialise

the whole or any part of the Australia Post Data (or directly or indirectly allow or cause

a third party to do the same) including by using the Australia Post Data to derive other

solutions (including software, products and/or services) unless expressly stated

otherwise in this Agreement; and

b) create a Product (as defined below) or other derivative works from the Australia Post

Data to commercialise as their own, unless that Product is solely for one of the End

User’s Permitted Purpose. "Product" means anything produced by End User which

consists of, incorporates or is created using any part of the Australia Post Data and

which may be produced in any form, including any device, solution, software or

database and which may be in written form or produced electronically.

2.5. This clause 0 (and the Prohibited Purposes) do not prevent the End User from disclosing

Australia Post Data to the extent that it is required by law to disclose the Australia Post

Data, provided that the End User use all reasonable and legal means to minimise the

extent of disclosure, and require the recipient to keep the Australia Post Data confidential.

3. WARRANTIES AND ACKNOWLEDGEMENTS

3.1. The End User represents and warrants that:

a) it has full capacity, power and authority to enter into this Agreement;

b) it will fully and completely comply with all of the terms and conditions of this

Agreement);

c) it will only use the Solution for the Permitted Purposes and in accordance with the

terms and conditions set out in this Agreement;

d) it will not use the Solution for any Prohibited Purpose;

e) it will not make any representation, statement or promise in respect of Australia Post,

and has no authority to do so; and

f) it has not relied on any representation made by Australia Post in entering into the

Agreement.

3.2. Without limiting clause 3.1, the End User acknowledges and agree that to the extent

permitted by law:


160

a) Australia Post does not make any representation or warranty as to the accuracy,

content, completeness or operation of the Australia Post Data or to them being virus

free.

b) the Australia Post Data is not complete and it may contain errors, and

c) the Australia Post Data may include data sourced from third parties. The End User

agrees to comply with any third party terms and conditions which the End User is

notified apply to the third party data referenced in this Agreement.

4. CONFIDENTIALITY AND SECURITY

4.1. The End User must ensure that while the Solution is in its possession or control:

a) it provides proper and secure storage for the Solution; and

b) use the same level of security to protect the Solution that it uses to protect its own

confidential information (but no less than the level of security a reasonable person

would take to protect the confidential information);

c) it takes all reasonable steps to ensure that the Solution is protected at all times from

unauthorised access, misuse, damage or destruction.

4.2. The provisions of clause 0 apply to all forms of media upon which the Solution is kept or

transmitted.

4.3. The End User will ensure that all copies of the Solution are dealt with in accordance with

the Licensor’s or Australia Post’s reasonable directions.

4.4. This clause 0 will survive termination or expiry of the Agreement.

5. PRIVACY

5.1. The parties acknowledge that while the Solution may not, on its own, constitute Personal

Information, its use may result in the identity of individuals being reasonably

ascertainable.

5.2. The End User agrees:

a) that it is responsible for ensuring that its exercise of rights under this Agreement and

the use of the Solution do not infringe any Privacy Law;

b) to use or disclose Personal Information obtained during the course of this Agreement

only for the purposes of this Agreement;

c) to take all reasonable measures to ensure that Personal Information in its possession

or control in connection with this Agreement is protected against loss and unauthorised

access, use, modification, or disclosure;

d) not to do any act or engage in any practice that would breach any Privacy Law;

e) to immediately notify the Licensor if the End User becomes aware of a breach or

possible breach of any of the obligations contained in, or referred to in, this clause

whether by the End User, its Related Body Corporate or any of its Representatives;

f) to cooperate with any reasonable demands or inquiries made by Australia Post on the

basis of the exercise of the functions of the Office of the Australian Information


161

Commissioner (OAIC) under Privacy Law or the Postal Industry Ombudsman under the

Australian Postal Corporation Act 1989;

g) to ensure that any person who has access to any Personal Information is made aware

of, and undertakes in writing, to observe Privacy Law and other obligations referred to

in this clause;

h) to comply, as far as practicable, with any policy guidelines issued by the OAIC from

time to time relating to the handling of Personal Information; and

i) to comply with any direction given by Australia Post to observe any recommendation of

the OAIC or the Postal Industry Ombudsman relating to acts or practices of the End

User that the OAIC or the Postal Industry Ombudsman consider to be in breach of the

obligations in this clause.


6. INTELLECTUAL PROPERTY RIGHTS

6.1. The End User agrees that all Intellectual Property Rights in the Australia Post Data are

and shall remain the sole property of Australia Post or its licensors.

6.2. The End User must notify the Licensor as soon as practicable if it becomes aware of any

actual, suspected or anticipated infringement of Intellectual Property Rights in the Solution

or in the Australia Post Data.

6.3. The End User must render all reasonable assistance to the Licensor and/or Australia Post

in relation to any actual, suspected or anticipated infringement referred to in clause 0.

6.4. If a third party makes a Claim against the End User alleging that the Solution infringes the

Intellectual Property Rights of the third party, the End User must immediately allow the

Licensor (or Australia Post, if Australia Post directs) the right to control the defence of the

claim and any related settlement negotiations.


7. AUDIT

7.1. End User shall provide Australia Post and/or its agents reasonable accompanied access

upon reasonable prior notice, during 9am and 5pm on a Business Day, to its premises,

accounts and records relevant to the Agreement, for the purpose of verifying and

monitoring the End User’s obligations under the Agreement (the “Audit”) and shall provide

all reasonable cooperation and assistance in relation to the Audit.

7.2. If it is identified (through the Audit or otherwise) that the End User has not complied with

an obligation under this Agreement, then without limiting any other rights or remedies,

upon the request of Licensor, the End User will promptly take all necessary steps to

rectify and / or remedy such non-compliance.

7.3. The cost of any Audit carried out under clause 7.1 shall be borne by Australia Post unless

the Audit reveals a material breach by the End User of its obligation under this

Agreement, in which case Australia Post shall be entitled to be reimbursed by the End


162

User for all reasonable costs of the Audit (including any agent’s fees) and the End User

shall so reimburse Australia Post within twenty (20) Business Days of such request.

7.4. For the avoidance of doubt, a “material breach” for the purposes of this clause 7 includes,

without limitation, any breach of clause 6 in respect of Australia Post’s Intellectual

Property Rights, or any breach of this Agreement.

7.5. Where the End User does not grant access to Australia Post and/or any of its agents for

the purposes of an Audit in accordance with this clause 7 then the End User must pay

Australia Post all reasonable costs incurred by Australia Post in connection with such

attempted Audit within twenty (20) Business Days of the date of Australia Post’s invoice in

respect of the same, and Australia Post may by written notice immediately suspend the

supply and the End User’s use of the Solution.

8. LIABILITY

Australia Post not liable

8.1. To the extent permitted by law, Australia Post is not liable to the End User for any Claim

or Loss whatsoever suffered, or that may be suffered as a result of or in connection with

this Agreement, and the End User releases Australia Post irrevocably releases and

discharges Australia Post from all such Claims and Losses.

8.2. Clause 8.1 will not apply to any Claim or Loss suffered by the End User arising out of any

fraud or wilful misconduct of Australia Post.

8.3. Without limiting clause 0, to the extent permitted by law, Australia Post will not be liable to

the End User for any loss of profit, revenue or business, indirect, consequential, special or

incidental Loss suffered or incurred by the End User arising out of or in connection with

this Agreement, whether in contract, tort, equity or otherwise. This exclusion applies even

if those Losses may reasonably be supposed to have been in contemplation of both

parties as a probable result of any breach at the time they entered into this Agreement.

9. INDEMNITY

9.1. The End User must defend and indemnify each of the Licensor and Australia Post and its

Representatives (those indemnified) from and against all Losses suffered or incurred by

and of those indemnified to the extent that those Losses are suffered as a result of,

whether directly or indirectly, of:

a) any breach of a Material Term by the End User or its Representatives;

b) any unlawful act by the End User or its Representative in connection with this

Agreement;

c) any illness, injury or death to any person arising out of or in connection with the

performance of this Agreement to the extent caused or contributed to by the negligent

or wrongful act or omission of the End User or its Representative; or

d) any loss or damage to any property of any person, arising out of or in connection with

the performance of this Agreement to the extent caused or contributed to by the

negligent or wrongful act or omission of the End User or its Representative,


163

except to the extent that the Loss is directly caused by the negligence, fraud or willful

misconduct or wrongful act or omission of those indemnified.


10. SUSPENSION AND TERMINATION

10.1. The Licensor may limit, suspend or terminate the End User’s rights under this Agreement

at any time upon notice when, and for the duration of the period during which:

a) the End User contravenes (or is believed on reasonable grounds to be in possible

contravention of) any law of the Commonwealth or of a State or Territory;

b) the End User breaches the terms of the Agreement and the breach is not remedied

within 14 days after receipt of notice from the Licensor specifying the breach and its

intention to terminate the Agreement by reason of such breach; or

c) the End User commits a material breach of the Agreement which is not capable of

remedy; or

d) in the reasonable opinion of the Licensor, the End User is acting in a manner or

providing a Solution which has the effect or potential to damage the reputation of

Australia Post which is not remedied within 14 days after receipt of notice from

Australia Post or the Licensor specifying the issues; or

e) the licensed right granted by Australia Post to the Licensor for the licensing of the

Australia Post Data has been suspended or terminated.

10.2. The End User acknowledges that the Licensor may exercise its rights under clause 0 in

accordance with the directions of Australia Post.

10.3. The termination, surrender or expiry of this Agreement for any reason will not extinguish

or otherwise affect:

a) any rights of either party against the other which accrued before the termination,

surrender or expiry and which remain unsatisfied; or

b) any other provisions of this Agreement which are expressly stated to, or which by their

nature, survive termination, surrender or expiry of this Agreement.

10.4. If this Agreement is surrendered, terminated or expires, for any reason whatsoever, then

the following provision of this clause will apply notwithstanding such surrender,

termination or expiry the End User must cease using the Solution and the Australia Post

Data and undertakes that it will destroy all copies, reproductions or adaptations of the

Solution and Australia Post Data, or any part thereof made, held or controlled by it and,

promptly upon written request from the Licensor, deliver a statutory declaration sworn by

an authorised representative of the End User confirming that all copies, reproductions or

adaptations of the Solution and Australia Post Data, and any part thereof, have been

destroyed.

11. VARIATION

11.1. Pursuant to the agreement between the Licensor and Australia Post under which the

Licensor is granted a licence to the Australia Post Data, Australia Post reserves the right


164

to vary the terms of that agreement from time to time in certain circumstances. To the

extent that those variations require a corresponding variation to the terms of this

Agreement, the Licensor may do so, provided that the Licensor gives the End User

reasonable prior written notice of such variation (having regard to the period of notice

received by the Licensor). The End User undertakes to do all things (including executing

and entering into such amendment or restatement deed) as reasonably required by the

Licensor to formalise and give effect to any and all variations made by the Licensor under

this clause 0.

12. CHANGES IN LEGISLATION

12.1. Notwithstanding any other provision of this Agreement, the End User acknowledges and

agrees that Australia Post and / or the Licensor must comply with any future legislation

and / or Government policy which imposes binding restrictions or limitations on Australia

Post’s or the Licensor’s use of the Australia Post Data, including any restrictions or

limitations relating to the supply of Australia Post Data or elements thereof to any person,

and the terms of this Agreement, and the End User’s agreements with any other parties,

will be varied accordingly.

13. Corporate Group Owner

13.1. This clause 0 applies if the End User is a Corporate Group Owner.

13.2. The Corporate Group for the purposes of this Agreement consists of entities identified in

writing as Corporate Group entities. Customer to identify the entities (up to 10 in total,

including the Corporate Group Owner) forming the Corporate Group.

13.3. The End User must ensure, and warrants that:

a) each entity of the Corporate Group is a Subsidiary of the End User at all times during

the term of this Agreement; and

b) each entity of the Corporate Group is a Single Legal Entity.

13.4. The End User may permit any or all members of the Corporate Group to enjoy the benefit

of the licence granted to the End User under clause 0, subject to the following conditions:

a) the End User must ensure that all of the Corporate Group members comply with this

Agreement, and do not do or omit to do anything that, if done by the End User, would

be a breach of this Agreement;

b) the End User is responsible for all acts and omissions of the Corporate Group

members as if they were acts and omissions of the End User; and

c) all uses of the Solution and Australia Post Data by the Corporate Group members are

deemed to be uses by the End User.

14. RELATIONSHIP WITH AUSTRALIA POST

the Licensor holds the benefit of all of the provisions of this Agreement that refer to

Australia Post on trust for the benefit of itself and Australia Post, and the Licensor may

reasonably enforce those provisions on behalf of Australia Post.


165

15. GENERAL

15.1. The End User shall not, without the Licensor’s prior written consent which may be

provided or withheld in its absolute discretion, assign or sub-contract any of its rights and

obligations under this Agreement.

15.2. The Licensor holds the benefit of all of the provisions of this Agreement that refer to

Australia Post on trust for the benefit of itself and Australia Post, and the Licensor may

enforce those provisions on behalf of Australia Post.

15.3 The Agreement is governed by the law in Victoria, Australia and each party submits to the

non-exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from

them.

Austria ADDRESS DIRECTORY (Österreichische Post):

This product cannot be used by Customers who conduct business in address publishing

and service providing.

Customers are only allowed to use the product for own internal purposes. This product

cannot be used by Customers who conduct business in address publishing and service

providing. If a Customer conducts business in that area, Customer is responsible for

obtaining a valid license directly from the provider.

Customers are only allowed to use the product for own internal validation purposes.

Customers are not allowed to use the data to provide any services to any other legal

entity. If Customer wishes to provide services to any other legal entity,

Customer is responsible for obtaining a valid license directly from the provider. Any use

within another legal entity requires a separate license.

1. CANADA (CANADA POST)

1.1. Customer acknowledges that under the Agreement of which this Software Use Rights

document Exhibit 5 forms an integral part (hereinafter referred to as the "Agreement"),

Customer has been licensed to use SAP's product, Authorized Value Added Products,

as the base for developing a further enhanced value-added product (the "Enhanced

Value-added Product") for the purposes of

a) sublicensing the Enhanced Value-added Product to users who shall have no further

sublicensing or distribution rights, or

b) providing value-added services using the Enhanced Value-added Product that cannot

be provided by Authorized Value Added Products; or

both (a) and (b). Customer further acknowledges that the data components of

Authorized Value Added Products, or the data in the files required in order to use

Authorized Value Added Products, were acquired by SAP from third parties and that,

relative to those third party data suppliers, SAP is a Customer and Customer is a

SubCostumer (hereinafter such data components or data files referred to as the "Licensed

Content").


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One such third party supplier is Canada Post Corporation ("Canada Post") who has

granted SAP certain rights with respect to certain Canada Post Data (the "CP Licensed

Data") under which SAP may include the CP Licensed Data, in whole or in part, in the

Licensed Content and distribute the same to its SubCustomers of the Enhanced Value-

added Product subject to the SubCustomers (in this case Customer´s) prior agreement

to the terms and conditions set out in these Minimum Protective Terms.

1.2. Customer acknowledges that Canada Post is the owner of the copyright in the Canada

Post Data. Customer acknowledges that it is only licensed to use the CP Licensed Data

in conjunction with Authorized Value Added Products and the Enhanced Value-added

Product. Customer acknowledges that it may only grant rights to third parties to use the

CP Licensed Product in conjunction with the Enhanced Value-added Product. Without

limiting the generality of the preceding sentence, Customer has no right to distribute any

CP Licensed Data on a stand-alone basis or for the purposes of use with any product

other than the Enhanced Value-added Product.

1.3. Customer acknowledges, and agrees to provide notice to parties to whom it distributes

the Enhanced Value-added Product, that the damages that Canada Post may incur as a

result of parties using out-of-date data for mail preparation include costs that Canada Post

will incur in processing and delivering that mail. Such costs include, but are not limited to,

the costs incurred by Canada Post

i. for the manual readdressing and resorting of mail that was diverted from the normal

automated mail processing stream because it was addressed with an invalid address,

or the Postal CodeOM element of the address was invalid, or

ii. if the mail was delivered to the wrong address as a result of having been addressed

with an invalid address, or as a result of the Postal CodeOM element of the address

being invalid, the cost of the original sorting, processing and delivery of the mail as well

as the extra costs incurred for the manual readdressing and resorting of the mail.

(Postal Code is an official mark of Canada Post.)

1.4. In order to reduce the risk of Canada Post suffering damages as a result of out-of-date

data being used for mail preparation and given that CP Licensed Data will be distributed

as a component of the Licensed Content, Customer agrees

a) not to distribute the Licensed Content until after Customer has put in place safeguards

to reduce the risk of "data scraping” or “bulk downloads of data"; Customer agrees to

keep abreast of developments in technology and to update the safeguards in place to

further reduce such risks as improved technology becomes available from time to time,

and

b) to ensure that the parties to whom the CP Licensed Data is distributed, whether as a

component of the Enhanced Value-added Product or as a, or component of a, data file,

to be used in conjunction with an Enhanced Value-added Product, are informed that

the same is not to be used for mail preparation purposes and that this prohibition

applies, without limitation, to each of the following:

i. addressing mail;

ii. presorting addressed mail;

iii. preparing unaddressed mail by householder count for delivery.


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1.5. Customer also acknowledges that if it develops any product that uses data for which the

original source of that data is Canada Post, which product is intended to be used for any

of the purposes listed in clause 4(b)(i), (ii) or (iii), Customer has no right to use or

distribute such a product or to offer any services in relation to such a product unless

Customer has a then current right to do so under a written agreement signed by both

Customer and Canada Post.

1.6. Customer agrees to include

a) in the hard copy or electronic copy of the license agreements, which Customer

represents will accompany all copies of the Enhanced Value-added Product and of the

Licensed Content distributed by Customer that contain CP Licensed Data, and

b) on the start-up screen of the Enhanced Value-added Product and in the terms and

conditions of use posted on any website by which a user may access the Enhanced

Value-added Product,

a notice stating that the Enhanced Value-added Product contains data copied under

license from Canada Post Corporation and indicating the date of the Canada Post

Corporation data file (or the date of the earliest Canada Post Corporation data file, if more

than one) from which the data was copied. Where the language of the Customer product

or service is French, Customer shall use the French version of the pro forma notice that

is set out further on below, but if the product or service is in a language other than English

or French, Customer shall include the equivalent notice but in the relevant language.

Each such notice shall be tailored with the appropriate information by replacing the

"[Insert...]"/ « [Indiquez...] » « [Insérez...] » instructions with the information

contemplated:

"This [Insert appropriate reference to medium, i.e. diskette, tape, etc.] contains data

copied under license from Canada Post Corporation. The Canada Post Corporation file

from which this data was copied is dated [Insert date]."

French version of the pro forma notice

"[Indiquez le support approprié, c'est-à-dire «Cette disquette», « Cette bande

magnétique», etc.] contient des données qui ont été reproduites avec l'autorisation de la

Société canadienne des postes. Le fichier de la Société canadienne des postes d'où

proviennent ces données est daté du [Insérez la date]."

1.7. Customer acknowledges that the CP Licensed Data is licensed to Customer on an "as

is" basis and that Canada Post makes no guarantees, representations or warranties

respecting the CP Licensed Data, either expressed or implied, arising by law or otherwise,

including but not limited to, effectiveness, completeness, accuracy or fitness for a

particular purpose. Customer will include a provision in its terms of use requiring a user

of the CP Licensed Data to acknowledge that the CP Licensed Data is licensed on an "as

is" basis and that Canada Post makes no guarantees, representations or warranties

respecting the CP Licensed Data, either expressed or implied, arising by law or otherwise,

including but not limited to, effectiveness, completeness, accuracy or fitness for a

particular purpose.

1.8. Neither SAP nor Canada Post shall be liable in respect of any claims whatsoever alleging

any loss, injury or damages, direct or indirect, which may result from ´s, or any of its

user's, possession or use of the CP Licensed Data. Neither SAP nor Canada Post shall


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be liable in any way for loss of revenue or contracts, or any other consequential loss of

any kind resulting from any defect in the CP Licensed Data.

1.9. Customer shall indemnify Canada Post and its officers, employees and agents from all

claims whatsoever alleging loss, costs, expenses, damages or injuries (including injuries

resulting in death) arising out of Customer´s possession or use of the Licensed Content.

Customer will include a provision in its terms of use requiring a user of the CP Licensed

Data to indemnify Canada Post and its officers, employees and agents from all claims

whatsoever alleging loss, costs, expenses, damages or injuries (including injuries

resulting in death) arising out of such user’s possession or use of the CP Licensed Data.

2. FINLAND

Service Description and Terms of Use for Finland POSTAL CODE SERVICES

provided through Itella

Effective: January 1, 2013

2.1. SERVICES

The services consist of the postal code system and basic and changed information

contained by domestic address files in a fixed format.

2.2. TERMS OF USE FOR THE SERVICES

The following terms of use for the service apply.

2.3. USING THE SERVICES

The information provided is always based on the information included in Itella’s postal

code system. The system data is based on information provided for Itella by municipalities

and postal code information updated by Itella. Itella does not check the information

received from municipalities.

Itella delivers the information available to self-service channels.

2.4. THE CUSTOMER’S RESPONSIBILITIES

The customer is responsible for retrieving the postal code material, unpacking packaged

files, handling and using the material, and updating its systems.

The customer is responsible for ensuring that, upon any disclosure of the material to third

parties, the recipient also receives the updated service description and terms of use.

2.5. ITELLA’S RESPONSIBILITIES

Itella is responsible for offering updated information available for retrieval on time as set

out in the service description, unless otherwise stated later in this section. Itella is not

responsible for damage caused by delayed, altered, or lost data due to equipment failure,

communications or system disruptions, or other similar reasons.

Itella does not guarantee that the information is fully faultless. There may be errors in the

information caused by recurring changes or the party reporting the changes. Itella is not

responsible for errors in information that were not caused by Itella’s negligence.


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Itella is not responsible for any information user obligations towards third parties.

Itella is not responsible for the uninterrupted availability of service channels or the

updating frequency of the information.

2.6. LIMITATION OF THE SERVICES

In the services, information about Åland Islands is only at a postal code level without any

street data.

The services contain information about public postal codes.

3. FRANCE ADDRESS DIRECTORY (MEDIAPOST):

Customer is not allowed to use the data to provide commercial services or any other

services to any third party. Customer is only allowed to use the data for its own internal

validation purposes. Customer is only permitted to have the data hosted on 1 site. Breach

of these limitations will lead to additional license fees and/or penalties.

4. GERMANY ADDRESS DIRECTORY (DEUTSCHE POST DIREKT):

Customer´s are not allowed to use the data to provide any services to any other third

party. Customer`s are especially not allowed to distribute the product any further.

Customer`s are only allowed to use the data for own internal validation purposes.

Customer`s are not allowed to use the data to provide any services to any other legal

entity. If Customer wishes to provide services to any other legal entity, Customer is

responsible for obtaining a valid license directly from the provider. Any use within another

legal entity requires a separate license. Customer´s are not allowed to distribute the

product any further.

5. HERE MAP DATA BY HERE (HERE):

The data (“Data”) is provided for Customer´s internal use only and not for resale. It is

protected by copyright, and is subject to the following terms and conditions which are

agreed to by you, on the one hand, HERE and HERE Suppliers on the other hand.

© 2008 HERE. All rights reserved.

The Data for areas of Canada includes information taken with permission from Canadian

authorities, including: © Her Majesty the Queen in Right of Canada, © Queen's Printer for

Ontario, © Canada Post Corporation, GeoBase© Department of Natural Resources

Canada

HERE holds a non-exclusive license from the United States Postal Service® to publish

and sell ZIP+4® information.

©United States Postal Service® 2008. Prices are not established, controlled or approved

by the United States Postal Service®. The following trademarks and registrations are

owned by the USPS: United States Postal Service, USPS, and ZIP+4.

i. Scope of Use. Customer agrees to use this Data together with SAP Applications solely for

your internal business operations purposes for which Customer was licensed, and not


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for service bureau, time-sharing or other similar purposes. Accordingly, but subject to

the restrictions set forth in the following paragraphs, Customer may copy this Data only

as necessary for Customer´s business use to

ii. view it, and save it, provided that Customer does not remove any copyright notices

that appear and do not modify the Data in any way. Customer agrees not to otherwise

reproduce copy, modify, decompile, disassemble or reverse engineer any portion of

this Data, and may not transfer or distribute it in any form except to your affiliates, for

any purpose, except to the extent permitted by mandatory laws. Multi-disc sets may

only be transferred or sold as a complete set as provided by SAP and not as a subset

thereof.

Restrictions. Except where Customer has been specifically licensed to do so by SAP,

and without limiting the preceding paragraph, Customer may not

a) use this Data with any products, systems, or applications installed or otherwise

connected to or in communication with vehicles, capable of vehicle navigation,

positioning, dispatch, real time route guidance, fleet management or similar

applications; or

b) with or in communication with any positioning devices or any mobile or wireless-

connected electronic or computer devices, including without limitation cellular phones,

palmtop and handheld computers, pagers, and personal digital assistants or PDAs.

Warning. The Data may contain inaccurate or incomplete information due to the passage

of time, changing circumstances, sources used and the nature of collecting

comprehensive geographic data, any of which may lead to incorrect results.

No Warranty. This Data is provided to you “as is,” and Customer agrees to use it at its

own risk. HERE and HERE SUPPLIERS make no guarantees, representations or

warranties of any kind, express or implied, arising by law or otherwise, including but not

limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a

particular purpose, usefulness, use or results to be obtained from this Data, or that the

Data or server will be uninterrupted or error-free.

Disclaimer of Warranty: HERE and HERE SUPPLIERS DISCLAIM ANY WARRANTIES,

EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, AND

FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some States,

Territories and Countries do not allow certain warranty exclusions, so to that extent the

above exclusion may not apply to you.

Disclaimer of Liability: HERE and HERE SUPPLIERS SHALL NOT BE LIABLE: IN

RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE

OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS,

INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE

USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT,

REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT,


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INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF

LICENCEE’s USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN

THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS,

WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY,

EVEN IF CLIENT OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY

OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability

exclusions or damages limitations, so to that extent the above may not apply to Customer.

Indemnification: Customer shall indemnify and save harmless HERE and HERE

Suppliers, including Her Majesty The Queen, The Canada Post and the Department of

Natural Resources Canada, and their officers, employees and agent: from and against

any claim, demand or action, irrespective of the nature of the cause of the claim, demand

or action, alleging loss, costs, expenses, damages or injuries (including injuries resulting

in death) arising out of the use or possession of the data or the Data.

Government End Users: If the Data is being acquired by or on behalf of the United

States government or any other entity seeking or applying rights similar to those

customarily claimed by the United States government, the Data is a “commercial item” as

that term is defined at 48 C.F.R. (“FAR”) 2.101, is licensed in accordance with these Pass

Through Terms, and each copy of Data delivered or otherwise furnished shall be marked

and embedded as appropriate with the following “Notice of Use,” and shall be treated in

accordance with such Notice:

Notice of Use

Contractor (Manufacturer/ Supplier) Name: HERE

Contractor (Manufacturer/Supplier) Address: 425 W. Randolph Street, Chicago, Illinois

60606

This Data is a commercial item as defined in FAR 2.101 and is subject to these End-User

Term under which this Data was provided.

© 2008 HERE – All rights reserved.

The Data may include or reflect data of licensors, including Her Majesty, Canada Post

and the Department of Natural Resources Canada. Such data is licensed on an "as is"

basis. The licensors, including Her Majesty, Canada Post and the Department of Natural

Resources Canada, make no guarantees, representations or warranties respecting such

data, either express or implied, arising bylaw or otherwise, including but not limited to,

effectiveness, completeness, accuracy or fitness for a particular purpose.

The licensors, including Her Majesty, Canada Post and the Department of Natural

Resources Canada, shall not be liable in respect of any claim, demand or action,

irrespective of the nature of the cause of the claim, demand or action alleging any loss,

injury or damages, direct or indirect, which may result from the use or possession of the

data or the Data. The licensors, including Her Majesty, Canada Post and the Department

of Natural Resources Canada, shall not be liable in any way for loss of revenues or


172

contracts, or any other consequential loss of any kind resulting from any defect in the data

or the Data.

End User shall indemnify and save harmless the licensors, including Her Majesty the

Queen, the Canada Post and the Department of Natural Resources Canada, and their

officers, employees and agents from and against any claim, demand or action,

irrespective of the nature of the cause of the claim, demand or action, alleging loss, costs,

expenses, damages or injuries (including injuries resulting in death) arising out of the use

or possession of the data or the Data.

If Data for additional countries is included or distributed in connection with software

products of SAP, or if Customer uses data from relevant countries the following supplier

terms/copyright notices shall be included in the Customer Terms as applicable:

Territory Notice

Australia ”Copyright. Based on data provided under

license from PSMA Australia Limited

(www.psma.com.au).“

Austria “© Bundesamt für Eich- und

Vermessungswesen”

Croatia, Cyprus, Estonia, Latvia, Lithuania,

Moldova, Poland, Slovenia and/or Ukraine

“© EuroGeographics”

France The following notice must appear on all copies

of the Data, and may also appear on packaging:

“source: © IGN 2009 – BD TOPO ®”

Germany “Die Grundlagendaten wurden mit

Genehmigung der zuständigen Behörden

entnommen” or “Die Grundlagendaten wurden

mit Genehmigung der zustaendigen Behoerden

entnommen.”

Great Britain “Based upon Crown Copyright material.”

Greece “Copyright Geomatics Ltd.”

Hungary “Copyright © 2003; Top-Map Ltd.”

Italy “La Banca Dati Italiana è stata prodotta usando

quale riferimento anche cartografia numerica ed

al tratto prodotta e fornita dalla Regione

Toscana.”

Norway “Copyright © 2000; Norwegian Mapping

https://sap.sharepoint.com/sites/Documents%20and%20Settings/i001594/Local%20Settings/Temporary%20Internet%20Files/Local%20Settings/Local%20Settings/Temporary%20Internet%20Files/AppData/Local/Microsoft/Windows/Temporary%20Internet%20Files/OLKA7E2/www.psma.com.au


173

Authority”

Portugal “Source: IgeoE – Portugal”

Spain “Información geográfica propiedad del CNIG”

Sweden “Based upon electronic data National Land

Survey Sweden.”

Switzerland “Topografische Grundlage: Bundesamt für

Landestopographie.“

MEXICO:

The terms and conditions of the data provider HERE listed under Section 7 of this Exhibit

5, “HERE map data by HERE (HERE)” apply as Pass Through Terms for the Directory of

Mexico.

NETHERLANDS (CENDRIS):

For the purposes of these Netherlands Address Directory third party pass-through terms,

“End User or Corporate End User” shall mean the purchaser of the Package (whether

directly through an SAP company or through a reseller), being the legal entity that enters

into a software license agreement with an SAP company or a reseller for its own internal

use and/or its Affiliates internal use of the Package; “Postcode Table and Supplementary

Products” shall mean the file with all the cities/towns, streets and postcodes in the

Netherlands, along with the corresponding house numbers or series of house numbers;

and “Additional Products” shall mean products supporting the use of the Postcode Table.

End User is only permitted to use the Package for internal use.

End User is not permitted to deliver the Postcode and Address File and/or Additional

Products (irrespective of whether they are integrated into the Package) to third parties.

NEW ZEALAND (NEW ZEALAND POST):

This section contains the terms and conditions specified by New Zealand Post in respect

of use of New Zealand Post’s Postal Address File as part of the software supplied to you

by SAP. Definitions used in this section apply exclusively to this section. In the case of

conflict between the defined terms in this section and defined terms in the main body of

the Use Rights document, the defined terms in this section shall take precedence solely in

relation to use of New Zealand Post’s Postal Address File.

1. DEFINITIONS

In this section:

• Data means the Postal Address File, as more particularly described at

www.nzpost.co.nz/sendright, as such description is amended from time to time.

• Documentation means any user and technical documentation supplied by New

Zealand Post with the Data to enable SAP, End Users or any of their personnel to use

the Data, and any confidential information of New Zealand Post.

• End User means any person to whom Data is permitted to be distributed, sold or made

available by SAP.


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• Intellectual Property Rights includes copyright and all rights conferred under statute,

common law or equity in relation to inventions (including patents), registered or

unregistered trade marks, registered or unregistered designs, circuit layouts,

databases, confidential information, know-how, and all other rights resulting from

intellectual activity in the industrial, scientific, literary or artistic fields anywhere in the

world, together with all right, interest or licence in or to any of the foregoing.

• Incorporated Software means the software providing the address data services

supplied to the End User by SAP which incorporates the Data.

• Licensor means New Zealand Post Limited, at Wellington NZ.

i. The End User (and any of its agents and sub-contractors) may only use Data in

accordance with the terms of this section, for the End User’s internal purposes, and

only as part of or in combination with the Incorporated Software and/or any related

services provided to it by SAP. The End User must procure that any agents or sub-

contractors to whom the Data is provided comply with the terms of this Agreement.

ii. The End User agrees that the Data and the Documentation and all Intellectual Property

Rights and other rights in the Data and the Documentation from time to time remain the

property of New Zealand Post and its licensors (as the case may be).

iii. The End User must not remove or tamper with any disclaimer or copyright notice attached

to or used in relation to Data.

iv. The End User has no right to use any of the trade marks, business names or logos of

New Zealand Post unless expressly stated otherwise in any sub-licence granted to the

End User by the SAP within the terms of any licence granted by New Zealand Post to

SAP.

i. The End User must not at any time (a) copy, reproduce, publish, sell, let, modify, extract

or otherwise part with possession of the whole or any part of the Data or relay or

disseminate the same to any other party; (b) other than as permitted under (i) above,

provide the Data to (or allow the provision of the Data to, or access to the Data of) any

agents or sub-contractors of the End User without the prior written consent of New

Zealand Post; or (c) sub-license all or any part of the Data to any person, or purport or

attempt to do so, in each case, unless expressly permitted otherwise by New Zealand

Post in writing.

ii. The End User may make a reasonable number of back-up copies of the Data for security

purposes. The End User may only use such back-up copies for archive retention and

retrieval purposes, and only during the term of the licence.

iii. If any licence under which a third party grants to New Zealand Post the right to

incorporate the third party’s material in the Data is terminated, the licence to the End

User in respect of that material terminates and the End User must, at New Zealand

Post’s request, remove the same material from any copies of any Data held by the End

User within 90 days.

iv. The End User must not make any statement or claim relating to the Data being approved,

recommended or endorsed by New Zealand Post or do anything similar or imply that

such is the case, unless New Zealand Post has expressly given its prior written

consent to the form and content of such claim.

v. The End User must comply with the requirements of the Privacy Act 1993 and any other

applicable law or regulations relevant to its possession or use of Data.


175

vi. x.The End User must ensure that its personnel, agents and sub-contractors comply with

the above terms as if they were SAP.

vii. The End User acknowledges that New Zealand Post has made no warranty that the Data

will be free from errors, omissions, inaccuracies, viruses or other destructive code, or

that the Data will be fit for the End User’s purpose or for use in any specific technical

environment.

viii. On receipt of an update to any Data (including as part of any update of the Incorporated

Software) (such updates each being an “Update”), the End User must as soon as

practicable cease use of any previous version of the Data (and must in any event

cease such use by the end of the term of the licence) and commence use of the

Update.

ix. The End User’s right to use each Update shall terminate six months after the date on

which such Update was released by New Zealand Post. Early termination of SAP’s

licence from New Zealand Post shall not affect the End User’s right to use any Data

provided that such early termination was not caused by or connected with any act or

omission of the End User.

x. The End User must keep the confidential information of New Zealand Post, including the

Data, confidential.

xi. The End User acknowledges and agrees that Land Information New Zealand (“LINZ”) and

the Crown hold absolutely and exclusively certain material which has been licensed to

New Zealand Post and incorporated into the Data, and that LINZ and the Crown do not

assign any copyright or other intellectual property rights in such material either to New

Zealand Post, SAP or the End User. The End User further acknowledges and agrees

that LINZ and the Crown shall not, in any circumstances, be liable for any loss or

damage (even if LINZ or the Crown has been advised of the possibility of such loss or

damage, and including, without limitation, any direct loss, indirect loss, consequential

loss, loss of profits, business interruption loss or loss of data) suffered by the End User

or any other person in connection with this Agreement. In the event that any exclusion

of the liability of LINZ or the Crown set out in this clause is inapplicable, or is held

unenforceable, the liability of each of LINZ and the Crown under or in connection with

this Agreement, or arising out of any use, reproduction, modification, or creation of

compilations or derivative works of or from the Data (by the End User or any other

person), whether that liability arises in tort (including negligence), equity or any other

basis, shall be limited to the fees paid by New Zealand Post for the material

incorporated in the Data which gave rise to the loss or damage, exclusive of GST. For

the purposes of the Contracts (Privity) Act 1982, this clause confers a benefit on, and is

enforceable by, LINZ and the Crown.

xii. The End User agrees and represents that it is acquiring the Data and any Documentation

for the purposes of a business and that the Consumer Guarantees Act 1993 (New

Zealand) does not apply.

xiii. xviii. The End User must indemnify New Zealand Post and keep New Zealand Post

indemnified against any claim, proceeding, damage, liability, loss, cost or expense

(including legal costs on a solicitor and own client basis), whether arising in contract,

tort (including for negligence) or otherwise, arising out of or in connection with any

breach by the End User of any of the above terms or the use of the Data by the End

User or any other person who has obtained the Data from an End User. The End


176

User’s total aggregate liability to New Zealand Post under this clause xvii shall not

exceed $250,000.

xiv. New Zealand Post must have rights to enforce the above terms for the purposes of the

Contracts (Privity) Act 1982, and is entitled to terminate the End User’s right to use any

Data if the End User breaches any of those terms.

SPAIN (DEYDE):

Customer acknowledges that the DEYDE-STREETFILES, which are used in the Spain

Address Directory within all versions of Data Services and Data Quality Management, are

the intellectual property of DEYDE.

Switzerland Address Directory (Schweizerische Post):

Customer´s are not allowed to extract any data provided. Customer`s are only allowed to

use the product for own validation purposes. Customer`s are not allowed to use the data

to provide any services to any other legal entity. Any use within another

TOM TOM:

Third Party Restrictions

a) Additional provisions for MultiNet® data of Norway. End User is prohibited from using

the MultiNet® data of Norway to create commercial general purpose printed or digital

maps, which are similar to the basic national products of the Norwegian Mapping

Authority.

b) Additional Provisions with respect to the data for China: End User agrees that any

Licensed Product which contains data of China may be subject to additional terms and

conditions which shall be provided to End User when available to TomTom. China data

may not be exported from China.

c) Additional Provisions with respect to the data for India: End User agrees that any

Licensed Product which contains data of India may be subject to additional terms and

conditions which shall be provided to End User when available to TomTom.

d) Additional Provisions with respect to the data for Korea: End User agrees that any

Licensed Product which contains data of Korea may be subject to additional terms and

conditions which shall be provided to Customer when available to TomTom. Korea

data may not be exported from Korea.

e) As of the Effective Date, the following restriction applies to the Licensed TomTom

Products: The 6-digit alpha/numeric Canadian Postal Codes contained in any Licensed

Product cannot be used for bulk mailing of items through the Canadian postal system.

Furthermore, the 6-digit alpha/numeric Canadian Postal Codes must be wholly

contained in the Authorized Application and shall not be extractable. Canadian Postal

Codes cannot be displayed or used for postal code look-up on the Internet, nor can

they be extracted or exported from any application to be utilized in the creation of any

other data set or application. Notwithstanding the above, an End User may optionally

correct or derive Canadian Postal Codes using the Value Added Products, but only as


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part of the address information for locations (e.g.: of delivery points and depots) that

have been set up in the Value Added Product, and optionally extract data for fleet

management purposes.

f) Additional provisions with respect to the Premium Points of Interest North America

Licensed Product: It is expressly prohibited to use the Premium Points of Interest North

America for

• telephone call routing related applications;

• screen pop applications,

• CD-ROM director of other derivative directory product;

• verification services;

• caller name services; and

• online marketing lead verification services.

Following restrictions will apply to usage of the Brand Icon component:

End User agrees that the use of the Brand Icon component is subject to the terms and

conditions set forth in this Agreement and that there may be additional third party terms,

conditions and restrictions to which the use of the Brand Icon component will be subject

and which will be provided to the End User from time to time in the product release notes.

g) Additional End User provisions:

End User shall not use the Authorized Application to create (or assist in the creation of) a

digital map database. A “digital map database” means a database of geospatial data

containing the following information and attributes: (x) road geometry and street

names; or (y) routing attributes that enable turn-by-turn navigation on such road

geometry; or (z) latitude and longitude of individual addresses and house number

ranges.

End User shall not use the Authorized Application to provide competitive information

about TomTom or its products to third parties.

The Authorized Application may not be used for in-flight navigation.

In the event that any End User is a government entity, include language which is

substantially the same as the following:

U.S. GOVERNMENT RIGHTS. If End User is an agency, department, or other entity of

the United States Government, or funded in whole or in part by the United States

Government, then use, duplication, reproduction, release, modification, disclosure or

transfer of this commercial product and accompanying documentation, is restricted in

accordance with the LIMITED or RESTRICTED rights as described in any applicable

DFARS or FAR. In case of conflict between any of the FAR and/or DFARS that may apply

to the Licensed Product, the construction that provides greater limitations on the

Government’s rights shall control. Contractor/manufacturer is TomTom North America,

Inc., 11 Lafayette Street, Lebanon, NH 03766-1445. Phone: 603.643. 0330. The Licensed

TomTom Products are © 2006-201_ by TomTom. ALL RIGHTS RESERVED. For purpose

of any public disclosure provision under any federal, state or local law, it is agreed that the

Licensed TomTom Products are a trade secret and a proprietary commercial product and

not subject to disclosure.


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If End User is an agency, department, or other entity of any State government, the United

States Government or any other public entity or funded in whole or in part by the United

States Government, then End User hereby agrees to protect the Licensed TomTom

Products from public disclosure and to consider the Licensed TomTom Products exempt

from any statute, law, regulation, or code, including any Sunshine Act, Public Records

Act, Freedom of Information Act, or equivalent, which permits public access and/or

reproduction or use of the Licensed TomTom Products. In the event that such exemption

is challenged under any such laws, this agreement shall be considered breached and any

and all right to retain any copies or to use of the Licensed TomTom Products shall be

terminated and considered immediately null and void. Any copies of the Licensed

TomTom Products held by Customer shall immediately be destroyed. If any court of

competent jurisdiction considers this clause void and unenforceable, in whole or in part,

for any reason, this agreement shall be considered terminated and null and void, in its

entirety, and any and all copies of the Licensed TomTom Products shall immediately be

destroyed.

Additional Licensed Product Provisions and Details

a) Additional Provisions with respect to the MultiNet® data of Norway only. Customer is

prohibited from using the MultiNet® data of Norway to create general purpose printed

or digital maps, which are similar to the basic national products of the Norwegian

Mapping Authority. (Any Authorized Application of the MultiNet® data of Norway shall

be regarded as similar to the basic national products of the Norwegian Mapping

Authority if such Authorized Application has a regional or national coverage, and at the

same time has a content, scale and format that are similar to the basic national

products of the Norwegian Mapping Authority.)

b) Additional Provisions with respect to the data for China: Customer agrees that any

Licensed Product which contains data of China may be subject to additional terms and

conditions which shall be provided to Customer when available to TomTom. China data

may not be exported from China.

c) Additional Provisions with respect to the data for India: Customer agrees that any

Licensed Product which contains data of India may be subject to additional terms and

conditions which shall be provided to Customer when available to TomTom.

d) Additional Provisions with respect to the data for Korea: Customer agrees that any

Licensed Product which contains data of Korea may be subject to additional terms and

conditions which shall be provided to Customer when available to TomTom. Korea

data may not be exported from Korea. Data cannot be shipped to End Users in an

open format (such as ESRI shapefile).

e) As of the Effective Date, the following restriction applies to the Licensed TomTom

Products: The 6-digit alpha/numeric Canadian Postal Codes contained in any Licensed

Product cannot be used for bulk mailing of items through the Canadian postal system.

Furthermore, the 6-digit alpha/numeric Canadian Postal Codes must be wholly

contained in the Authorized Application and shall not be extractable. Canadian Postal

Codes cannot be displayed or used for postal code look-up on the Internet, nor can

they be extracted or exported from any application to be utilized in the creation of any

other data set or application. Notwithstanding the above, an End User may optionally

correct or derive Canadian Postal Codes using the Value Added Products, but only as


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part of the address information for locations (e.g.: of delivery points and depots) that

have been set up in the Value Added Product, and optionally extract data for fleet

management purposes.

f) Additional provisions with respect to the Premium Points of Interest North America

Licensed Product: It is expressly prohibited to use the Premium Points of Interest North

America for

▪ telephone call routing related applications;

▪ screen pop applications,

▪ CD-ROM director of other derivative directory product;

▪ verification services;

▪ caller name services; and

▪ online marketing lead verification services.

The Local Points of Interest North America cannot be licensed to the following companies,

their commonly owned companies or aliases: Acxiom, Accudata, Allant, Alliance Data,

eBeureau, Equifax, Experian, Knowledgebase Marketing, ChoicePoint, Harte-Hanks,

Infutor, Donnelley Marketing, infoGroup, Trans Union, Transaction Network Services, and

LexisNexis.

Following restrictions will apply to usage of the Brand Icon component:

Customer agrees that the use of the Brand Icon component is subject to the terms and

conditions set forth in this Agreement and that there may be additional third party terms,

conditions and restrictions to which the use of the Brand Icon component will be subject

and which will be provided to the End User from time to time in the product release notes.

G. Copyright Notices. Customer shall conspicuously display each applicable then current

copyright notice for the Licensed TomTom Products in accordance with Article 10.5

“Intellectual Property (rights) notice” for each Authorized Application that is based upon:

1. MULTINET®.

As Of The Effective Date, The Copyright Notice Is: “Data Source © <Current Year>

Tomtom”; And, In Addition, “Based On”:

a) MultiNet® data of Austria. As of the Effective Date, the copyright notice is: “© BEV, GZ

1368/2003.”

b) MultiNet® data of Denmark. As of the Effective Date, the copyright notice is: “© DAV,

violation of these copyrights shall cause legal proceedings.”

c) MultiNet® data of France. As of the Effective Date, the copyright notice is: [for an

Authorized Application for Navigation Units: “© IGN France.”] / [for an Authorized

Application for Geographic Information Systems: “Georoute © IGN France.”] / [for

an Authorized Application for navigational products: “Michelin data © Michelin 20__”]

d) MultiNet® data of Indonesia. As of the Effective Date, the copyright notice is: “® Base

data Bakosurtanal”.

e) MultiNet® data ofGreat Britain. As of the Effective Date, the copyright is: “Contains

Ordnance Survey data © Crown copyright and database right [current year]” and

“Contains Royal Mail data © Royal Mail copyright and database right [current year]”


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f) MultiNet® data of Northern Ireland. As of the Effective Date, the copyright notice is:

“Ordnance Survey of Northern Ireland.”

g) MultiNet® data of Norway. As of the Effective Date, the copyright notice is: “©

Norwegian Mapping Authority, Public Roads Administration / © Mapsolutions.”

h) MultiNet® data of Russia: As of the Effective Date, the copyright notice is: “©

Roskartographia”

i) MultiNet® data of Switzerland. As of the Effective Date, the copyright notice is: “©

Swisstopo.”

j) MultiNet® data of The Netherlands. As of the Effective Date, the copyright notice is:

“Topografische onderground Copyright © dienst voor het kadaster en de openbare

registers, Apeldoorn 2013.”

2. MultiNet North America:

As of the Effective Date, the copyright notice is: “© 2006 – 2013_ TomTom. All rights

reserved. This material is proprietary and the subject of copyright protection and other

intellectual property rights owned or licensed to TomTom. TomTom is an authorized user

of selected Statistics Canada computer files and distributor of derived information

products under Agreement number 6776. The product is sourced in part from Statistics

Canada computer files, including 2010 Road Network File (RNF), 92-500-G and 2006

Census Population and Dwelling Count Highlight Tables, 97-550-XWE2006002. The

product includes information copied with permission from Canadian authorities, including

© Canada Post Corporation, GeoBase®, and Department of Natural Resources Canada,

All rights reserved. The use of this material is subject to the terms of a License

Agreement. You will be held liable for any unauthorized copying or disclosure of this

material.”

3. MULTINET POST:

As of the Effective Date, the copyright notice is: “© 2006 – 2013_ TomTom. All rights

reserved. This material is proprietary and the subject of copyright protection and other

intellectual property rights owned or licensed to TomTom. The product includes

information copied with permission from Canadian authorities, including © Canada Post

Corporation, All rights reserved. The use of this material is subject to the terms of a

License Agreement. You will be held liable for any unauthorized copying or disclosure of

this material.”

4. PREMIUM POINTS OF INTEREST NORTH AMERICA:

As of the Effective Date, the copyright notice is: “© 2006-2013 TomTom. All rights

reserved. This material is proprietary and the subject of copyright protection, database

right protection and other intellectual property rights owned by TomTom or its suppliers.

Portions of the POI database contained in Local Points of Interest North America have

been provided by Localeze. The use of this material is subject to the terms of a license

agreement. Any unauthorized copying or disclosure of this material will lead to criminal

and civil liabilities.”


181

UK (ROYAL MAIL)

PREAMBLE

The following terms constitute the end user licence agreement for PAF® Data.

Public Sector entities operating within the United Kingdom must also enter into a direct

Public Sector Licence agreement with Royal Mail. SAP will require Customer to provide

evidence of such a valid licence.

Corporate Group licences are available by also entering into a direct licence agreement

with Royal Mail. SAP will require Costumer to provide evidence of such a valid licence.

The End User agrees to notify Solution Provider and/or Third Party Solution Providers

immediately about any licensing changes and/or exceeding of the licensed category.

DEFINITIONS AND INTERPRETATION

In this Licence the following terms have the following meanings:

Bureau Customer a customer for a Bureau Service

Bureau Services a service comprising the Data Cleansing of a Customer Database and the supply of the resulting Cleansed Customer Database back to the relevant customer

Customer Database a database of an End User's customer

Data Cleansing the processing of existing data records using PAF® Data:

(a) including validating, reformatting, correcting or appending additional data to those records, and

(b) including the use of PAF® Data within address capture applications, but

(c) not including Data Extraction (whether carried out by an address capture application or otherwise),

and Cleansed shall be read accordingly

End User a single legal entity who a Customer may permit to use PAF® Data through its Users in accordance with this Licence

End User Terms the terms set out in the Licence

Extracted Data data generated as a result of Data Extraction

Licence these terms made up of the “Preamble” section, “Definitions and Interpretation” section and the “Licence Terms” section

PAF® Data Royal Mail's database known as PAF®, and including the database known as the "Alias File"

Solution a product or service or other solution which benefits from or includes PAF® Data (including the provision of PAF® Data itself), in whatever form, however produced or distributed and whether or not including other functionality, services, software or data


182

Substantially All Database

a database which on its own or as part of another database comprises all or substantially all the addresses in the United Kingdom or any of England, Wales, Scotland or Northern Ireland

User an individual authorised by an End User to use a Solution

LICENCE TERMS

1. END USERS' PERMITTED USE OF SOLUTIONS

End Users may freely use PAF® Data in Solutions in accordance with these End User

Terms.

2. CONDITIONS OF USE

a) End Users must not make copies of PAF® Data except as permitted by these End

User Terms or reasonably necessary for back-up, security, business continuity and

system testing purposes.

b) End Users may use PAF® Data for Data Extraction but Extracted Data:

i. may only be accessed by Users, and

ii. must not be supplied or any access to it provided to any third party.

c) End Users may provide Cleansed data to third parties provided that:

iii. where that supply is a Bureau Service, the End User and the Bureau Customers

comply with the restrictions in Schedule 4, and

iv. if such databases are Substantially All Databases:

• such databases are not represented or held out as a master, original or comprehensive address database or other similar description,

• the access is provided in the course of the End User's normal data supply or routine business activities and is not carried on as a business in its own right, and

• the provision includes a prominent notice that the relevant Cleansed data has been cleansed against PAF® Data.

d) End Users must not permit access to, display or communicate to the public any

Solutions, except for the purposes of capturing or confirming address details of third

parties.

e) Except as set out in these End User Terms, End Users must not:

transfer, assign, sell or license Solutions or their use to any other person,

v. use Solutions to create a product or service distributed or sold to any third party which

relies on any use of PAF® Data, including copying, looking up or enquiring, publishing,

searching, analysing, modifying and reformatting, or

vi. copy, reproduce, extract, reutilise or publish Solutions or any of them.

3. SUBCONTRACTING

End Users may provide PAF® Data to their subcontractors who may use it to the extent

necessary for:


183

b) the provision of information technology services to the End User, or

c) acting on behalf of the End User

in each case for the End User's own business purposes and not those of the sub-

contractor and provided that each such sub-contractor agrees to observe the restrictions

on use of PAF® Data contained in these End User Terms and that the End User is

responsible for any breaches of those terms by such sub-contractor.

4. PERSONAL RIGHTS

End User rights are personal, limited and non-transferable.

5. ROYAL MAIL'S IPR NOTICE

The End User acknowledges that Royal Mail is the owner of the intellectual property rights

in PAF® Data and the PAF® brand and it does not acquire and is not granted any rights

to use those intellectual property rights other than as set out in these End User Terms.

6. CESSATION OF USE OF PAF® DATA

End Users must cease use of PAF® Data if their right to use PAF® Data is terminated

and also destroy any copies of PAF® Data they hold.

7. PAF® USE BY USERS

End Users must ensure that:

a) these End User Terms bind their Users,

b) only their Users exercise the use rights of Solutions and PAF® Data granted to End

Users further to these End User Terms, and

c) in the event of termination or expiry of End Users' rights to use Solutions and PAF®

Data, the rights of Users to use them also terminate.


184

USA – USPS SUBLICENSE AGREEMENTS

1. LIMITS ON USE OF DATA

1.1 USPS Certified Address Directory Option for DPV and Lacslink. In the event

Customer activates the locking features of the Software and wishes to unlock such

features, Customer agrees to provide certain information relating to the list owner, locking

record details and the origin of the locking record including but not limited to the type of

list, owner of list if rented and other tracking information as requested by the Licensor or

the USPS.

2. GEOGRAPHIC SPECIFIC RESTRICTIONS

a) USPS products may only be sold in the US and are not available outside of the US.

b) US NATIONAL DIRECTORY PRODUCTS MAY BE SOLD GLOBALLY.

c) SPECIALIZED PRODUCTS SUCH AS LACSLINK, SUITELINK, NCOALINK, DPV,

USPS DELIVERY SEQUENCE FILE – DSF2 AND RDI MAY ONLY BE SOLD TO US

PERSONS OR ENTITIES FOR USE WITHIN THE US.

THE NCOALINK INTERFACE CAN ONLY BE SOLD TO PERSONS WHO ARE

AUTHORIZED BY THE USPS TO PURCHASE NCOALINK DATA. (NOTE: WE ONLY

SELL THE NCOALINK INTERFACE AND CUSTOMERS MUST OBTAIN THE

NCOALINK DATA DIRECTLY FROM THE USPS AND MUST BE CERTIFIED TO

PURCHASE SUCH DATA BY THE USPS.)

USPS SuiteLink:

Customer`s right to use the CASS Certified Interface and the SuiteLink Product shall be strictly

limited to use only within the United States of America;

Customer`s right to use the CASS Certified Interface and the SuiteLink Product shall be

strictly limited to improving business delivery addresses in multi-occupation buildings for use on

letters, flats, postcards, packages, leaflets, magazines, postcards, advertisements, books, and

other printed material, and any other item that will be delivered by USPS.

Customer`s have no right to sublicense, sell or otherwise distribute, reproduce, perform, or

prepare derivative works of the Interface or the SuiteLink Product.

Customer acknowledges that:

a) the CASS Certified Interface and the SuiteLink Product under license from USPS;

b) You are a SubCustomer under SAP’s license from USPS and obtain from Licensor no

broader right than permitted under SAP's license agreement with USPS;

You shall be strictly limited to using the CASS Certified Interface and the SuiteLink Product only

as a component of SAP’s Data Quality or Data Services products.


185

USPS NCOALINK

Customer has no rights as to the NCOALink Interface under this agreement beyond using it as a

component of Licensor’s Data Quality and Data Services products in conjunction with the

NCOALink data product to update a list, system, group or other collection of at least 100 unique

names and addresses (herein “Mailing Lists”) used for addressing letters, flats, postcards,

packages, leaflets, magazines, advertisements, books and other printed material, and any other

deliverable item handled by the United States Postal Service (herein “Deliverables”) for delivery

by the United States Postal Service (herein “USPS”).

Customer has no right to develop or use any NCOALink product, service, interface, or any related

item or technology to compile or maintain a list or collection of names and addresses or

addresses only of new movers or to create other products or data bases or collections of

information concerning new movers, histories of address changes, lists or histories of residents,

or other informational or data sources based upon information received from or through the

NCOALink data or technology for the purpose of renting, selling, transferring, disclosing, making

available or otherwise providing such information to an entity unrelated to Customer.

For the purposes of communicating with addressees on Customer’s Mailing Lists and for the

purpose of record-keeping, however, Customer is permitted to retain updated addresses so long

as not used in violation of paragraph 2 above, for individuals and entities with whom Customer

has or had a business relationship, in connection with which Customer will use the updated

address; however, these updated addresses may only be used by Customer and Customer may

use them only for carrying out your organizational purposes in connection with that individual or

entity and may not transfer, disclose, license or distribute to, or be used by any other entity or

individual whatsoever.

No proprietary Mailing List that contains both old and corresponding updated address records, or

any service product or system of lists that can be used to link old and corresponding updated

address records, if updated by use of NCOALink, shall be rented, sold, transferred, disclosed,

made available, or otherwise provided, in whole or in part to your customers or any other

individual or entity.

Customer`s right to use the NCOALink Interface is strictly limited to use only within the United

States, its territories, and possessions.

As to the Interface, Customer has the right only to update Mailing Lists used to prepare

Deliverables that will be deposited with the USPS.

Customer has no right to sublicense, sell, assign, or otherwise transfer rights in, reproduce,

perform, attempt to improve, reverse engineer, modify or otherwise change, or prepare derivative

works of the Interface. Any attempt to sublicense, sell, assign, or otherwise transfer rights in, or

otherwise distribute the Interface shall be void.

CustomerCustomer acknowledges that:

a) USPS owns the NCOALink data, technology, and system in its entirety including that

used in the development of the Interface;

b) USPS owns and retains rights in the trademark of NCOALink and in the registered

trademarks UNITED STATES POSTAL SERVICE®, POSTAL SERVICE ®, US

POSTAL SERVICE®, AND USPS® ;


186

c) SAP is providing the Interface as a component of its products to Customer solely for

use with the NCOALink Product under a nonexclusive, limited distribution license from

USPS; and

d) the rights Customer obtains in this license are derived from SAP’s agreement with

USPS and you obtain from SAP no broader right than SAP obtains from USPS, except

as to Customer´s specific right to use the NCOALink Interface to access the NCOALink

data.

Customer is strictly limited to using the Interface only as a component of SAP’s Data Quality and

Data Services products.

Customer acknowledges and agrees that Customer has no right to sublicense, sell, distribute,

reproduce, or display USPS trademarks or sell the Interface or other products under USPS’s

trademarks.


187

DPV SUBLICENSE AGREEMENT

This Sublicense Agreement (“Sublicense”) between SAP and Customer, its subsidiaries

and affiliates, current and future (“SubCustomer”) sets forth additional terms required by

the United States Postal Service (“USPS”) regarding SubCustomer use of the DPV option

with other SAP CASS certified software.

For purposes of this Sublicense, Delivery Point Validation (“DPV”) means the new USPS

proprietary technology product designed to help mailers validate the accuracy of address

data, right down to the physical delivery point. The DPV process cannot assign a ZIP+4

Code nor will it respond to a non-ZIP+4 coded address.

1. SubCustomer understands that the USPS provides the DPV Product through special

licensing in order to protect the USPS’ proprietary intellectual property and its compliance

with restrictions of Title 39 USC § 412.

2. SubCustomer acknowledges that the address information contained within the DPV

Product is subject to Title 39 USC § 412. SubCustomer shall take all steps necessary to

secure the DPV Product in a manner that fully complies with Section 412 constraints

prohibiting the disclosure of address lists.

3. SubCustomer acknowledges that the DPV Product is confidential and the proprietary

property of the USPS. SubCustomer further acknowledges that the USPS represents that

it is the sole owner of copyrights and other proprietary rights in the DPV Product.

4. SubCustomer shall not use the DPV Product technology to artificially compile a list of

delivery points not already in SubCustomer`spossession or to create other derivative

products based upon information received from or through the DPV Product technology.

5. No proprietary SubCustomer address list(s) or service products or other system of

records that contain(s) address attributes updated through DPV processing shall be

rented, sold, distributed or otherwise provided in whole or in part to any third party for any

purpose containing address attributes derived from DPV processing. SubCustomer may

not use the DPV technology to artificially generate address records or to create mailing

lists.

6. The DPV Product processing requires SubCustomer to have access to address

information that appears on mail pieces. To ensure the confidentiality of this address

information, no employee or former employee of SubCustomer may, at any time, disclose

to any third party any address information obtained in the performance of this agreement.

SubCustomer agrees to control and restrict access to address information to persons who

need it to perform work under this agreement and prohibit the unauthorized reproduction

of this information. Due to the sensitive nature of the confidential and proprietary

information contained in the DPV Product, SubCustomer acknowledges that unauthorized

use and/or disclosure of the DPV will irreparably harm the USPS’ intellectual property.

Therefore, SubCustomer (i) agrees to reimburse the USPS for any unauthorized use

and/or disclosure at a rate of treble (3 times) the current annual fee charged to

SubCustomer hereunder; and (ii) consents to such injunctive or other equitable relief as a

court of competent jurisdiction may deem proper.


188

7. BOTH SAP AND THE USPS SHALL NOT BE LIABLE FOR ANY DESIGN,

PERFORMANCE OR OTHER FAULT OR INADEQUACY OF DPV, OR FOR DAMAGES

OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED

WITH SUCH FAULT OR INADEQUACY. IN NO EVENT SHALL SAP’S OR THE USPS'

LIABILITY TO SUBCUSTOMER UNDER THIS AGREEMENT, IF ANY, EXCEED THE

PRO RATA PORTION OF THE ANNUAL LICENSE FEE FOR DPV.

8. SAP agrees to hold harmless, defend and indemnify SubCustomer for infringement of any

U.S. copyright, trademark, or service mark in the DPV provided to SubCustomer under

this Agreement. The foregoing obligation shall not apply unless SAP shall have been

informed within five (5) calendar days by SubCustomer of the suit or action alleging such

infringement and shall have been given such opportunity as is afforded by applicable

laws, rules, or regulations to participate in the defense thereof. In addition, SubCustomer

agrees to hold harmless, defend and indemnify SAP and the USPS and its officers,

agents, representatives, and employees from all claims, losses, damage, actions, causes

of action, expenses, and/or liability resulting from, brought for, or on account of any injury

or damage received or sustained by any person, persons or property growing out of,

occurring, or attributable to SubCustomer´s performance under or related to this

agreement, resulting in whole or in part from any breach of this Agreement or from the

negligence or intentional misconduct, including any unauthorized disclosure or misuse of

DPV Product, including data derived from DPV, by SubCustomer, or any employee,

agent, or representative of SubCustomer.

9. SubCustomer acknowledges that the USPS reserves the right to stop DPV processing in

the USPS’ sole discretion. SAP will not be liable or responsible for any decision the USPS

makes in canceling SubCustomer´sSublicense, including, but not limited to, arbitrating the

cancellation decision on behalf of the customer. In the event the USPS cancels

SubCustomer´s DPV processing, (i) SubCustomer shall not be entitled to any refund or

credit from SAP; and, (ii) SAP will discontinue shipping DPV directories to SubCustomer.

10. SubCustomer agrees that the USPS or its designated representatives, on an announced

or unannounced basis, shall have the right to visit and examine SubCustomer´s sites.

USPS or its designated representatives shall have the right examine, on or off

SubCustomer´s premises, SubCustomer´s computer systems, processing files,

documents, administrative records, and other materials to ensure SubCustomer´s

compliance with the provisions of this agreement.

11. SubCustomer further agrees that the USPS or its authorized representatives will, until

three (3) years after final payment under this agreement, have access to and the right to

examine any directly pertinent books, documents, papers, records or other materials of

SubCustomer involving transactions related to this agreement.

12. SubCustomer shall not export the DPV Product outside of the United States or its

territories without prior written approval of the USPS.

13. This Sublicense shall be governed by the federal laws of the United States of America, or,

when no such law is applicable, then by the laws of the State of New York as interpreted

by the United States Court of Appeals for the Second Circuit.


189

14. This Sublicense shall not be transferable, in whole or in part. The rights and obligations of

SubCustomer shall be terminated immediately in the event of a dissolution, merger, buy-

out, or transfer of any kind of the assets of SubCustomer.

15. All obligations of SubCustomer referred to in this Sublicense inure to the benefit of USPS.


190

USPS LACSLINK SOFTWARE SUBLICENSE

This Sublicense Agreement (“SubCustomer”) between SAP and Customer, its

subsidiaries and affiliates, current and future (“SubCustomer”) sets forth additional terms

required by the United States Postal Service (“USPS”) regarding SubCustomer´suse of

the LACSLink option with other CASS certified software.

1. For purposes of this document, the following terms shall be defined as set forth below:

• “USPS” means the United States Postal Service.

• “Deliverables” means letters, flats, postcards, packages, leaflets, magazines,

postcards, advertisements, books, and other printed material, and any other item

delivered by USPS.

• “Interface” means one or more SAP interfaces developed for use with the LACSLink

Product. “LACSLink Product” means the confidential and proprietary database

concerning the conversion of existing addresses to their new or update or replacement

address or the like, provide by USPS in a highly and uniquely secured environment.

2. SubCustomer´sright to use the Interface shall be strictly limited to use only within the

geographic boundaries governed by the Unites States, its territories, and possessions,

and only for updating addresses and mailing lists used to prepare Deliverables for deposit

with USPS in conformance with USPS requirements

Sublice SubCustomer nsee shall have no right to sublicense, sell or otherwise distribute,

reproduce, perform, or prepare derivative works of the Interface. SubCustomer hereby

acknowledges that:

• USPS owns the LACSLink Product and USPS marks;

• SAP provides the SAP product in part under license from USPS;

• SubCustomer is a Customer under SAP’s license from USPS and obtains from SAP

no broader right than granted to SAP in such license from USPS:

• SubCustomer shall be strictly limited to using the Interface only as a component of the

SAP product; and SubCustomer agrees that id does not have a right to sublicense,

distribute, reproduce, perform, display, or sell the Interface or USPS’s marks.

3. BOTH SAP AND THE USPS SHALL NOT BE LIABLE FOR ANY DESIGN,

PERFORMANCE OR OTHER FAULT OR INADEQUACY OF LACSLink, OR FOR

DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO OR

CONNECTED WITH SUCH FAULT OR INADEQUACY. IN NO EVENT SHALL SAP’S

OR THE USPS' LIABILITY TO SUBCUSTOMER UNDER THIS AGREEMENT, IF ANY,

EXCEED THE PRO RATA PORTION OF THE ANNUAL LICENSE FEE FOR LACSLink

BASED ON THE EFFECTIVE DATE OF CANCELLATION WITHIN THIRTY (30)

CALENDAR DAYS OF THE DATE OF CANCELLATION.

4. SAP agrees to hold harmless, defend and indemnify SubCustomer for infringement of any

U.S. copyright, trademark, or service mark in the LACSLink Product provided to


191

SubCustomer under this Agreement. The foregoing obligation shall not apply unless SAP

shall have been informed within five (5) calendar days by SubCustomer of the suit or

action alleging such infringement and shall have been given such opportunity as is

afforded by applicable laws, rules, or regulations to participate in the defense thereof. In

addition, SubCustomer agrees to hold harmless, defend and indemnify SAP and the

USPS and its officers, agents, representatives, and employees from all claims, losses,

damage, actions, causes of action, expenses, and/or liability resulting from, brought for, or

on account of any injury or damage received or sustained by any person, persons or

property growing out of, occurring, or attributable to SubCustomer´sperformance under or

related to this agreement, resulting in whole or in part from any breach of this Agreement

or from the negligence or intentional misconduct, including any unauthorized disclosure or

misuse of LACSLink Product, including data derived from LACSLink Product,

bySubCustomer, or any employee, agent, or representative of SubCustomer.

a. SubCustomer acknowledges that the USPS reserves the right to stop LACSLink

Product processing in the USPS’ sole discretion. SAP will not be liable or

responsible for any decision the USPS makes in canceling

SubCustomer´Sublicense, including, but not limited to, arbitrating the cancellation

decision on behalf of the customer. In the event the USPS cancels

SubCustomerCustomerCustomer SubCustomer’s LACSLink Product processing:

a) SubCustomer shall not be entitled to any refund or credit from SAP; and

b) SAP will discontinue shipping LACSLink Product directories to SubCustomer.

6. SubCustomer agrees that the USPS or its designated representatives, on an announced

or unannounced basis, shall have the right to visit and examine SubCustomer´s sites.

USPS or its designated representatives shall have the right examine, on or off

SubCustomer’s premises, SubCostumer´s computer systems, processing files,

documents, administrative records, and other materials to ensure SubCustomer´s

compliance with the provisions of this agreement.

7. SubCustomer further agrees that the USPS or its authorized representatives will, until

three (3) years after final payment under this agreement, have access to and the right to

examine any directly pertinent books, documents, papers, records or other materials of

SubCustomer involving transactions related to this agreement.

8. SubCustomer shall not export the LACSLink Product outside of the United States or its

territories without prior written approval of the USPS.

9. This Sublicense shall be governed by the federal laws of the United States of America, or,

when no such law is applicable, then by the laws of the State of New York as interpreted

by the United States Court of Appeals for the Second Circuit.

10. This Sublicense shall not be transferable, in whole or in part. The rights and obligations of

SubCustomer shall be terminated immediately in the event of a dissolution, merger, buy-

out, or transfer of any kind of the assets of SubCustomer.

11. All obligations of SubCustomer referred to in this Sublicense inure to the benefit of USPS.


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DSF2 INTERFACE (USPS DELIVERY SEQUENCE FILE - DSF2 )

SubCustomer has no rights as to the DSF2 Interface under this agreement beyond using

it in conjunction with the DSF2 data product to update a list, system, group or other

collection of addresses (herein “Mailing Lists”) used for addressing letters, flats,

postcards, packages, leaflets, magazines, advertisements, books and other printed

material, and any other deliverable item handled by the United States Postal Service

(herein “Deliverables”) for delivery by the United States Postal Service (herein “USPS”).

SubCustomer right to use the DSF2 Interface is strictly limited to use only within the

United States, its territories, and possessions.

As to the Interface, SubCustomer has the right only to sequence and/or update Mailing

Lists used to prepare Deliverables that will be deposited with the USPS.

SubCustomer has no right to sublicense, sell, assign, or otherwise transfer rights in,

reproduce, perform, attempt to improve, reverse engineer, modify or otherwise change, or

prepare derivative works of the Interface. Any attempt to sublicense, sell, assign, or

otherwise transfer rights in, or otherwise distribute the Interface shall be void.

SubCustomer acknowledges

a) that USPS owns the DSF2 data, technology, and system in its entirety including that

used in the development of the Interface;

b) that USPS owns and retains rights in the trademark of DSF2 and in the registered

trademarks UNITED STATES POSTAL SERVICE®, POSTAL SERVICE ®, US

POSTAL SERVICE®, AND USPS® ;

c) that Customer is providing the Interface to SubCustomer solely for use with the DSF2

Product under a nonexclusive, limited distribution license from USPS; and

d) that the rights SubCustomer obtains in this license are derived from Customer’s

agreement with USPS and SubCustomer obtains from Customer no broader right than

Customer obtains from USPS, except as to SubCustomer´specific right to use the

DSF2 Interface to access the DSF2 data.

SubCustomer is strictly limited to using the Interface only with the DSF2 Product; and

SubCustomer acknowledges and agrees that SubCustomer has no right to sublicense,

sell, distribute, reproduce, or display USPS trademarks or sell the Interface or other

products under USPS’s trademarks.


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Exhibit 6 – SAP Business One Software

PREAMBLE

The minimum license requirements for an SAP Business One system is 1 SAP Business

One Starterpackage User or 1 SAP Business One Professional User.

• As part of SAP Business One software SAP provides preconfigured SAP Crystal

Reports and SAP Crystal Dashboards. Such reports and dashboards are available

without additional license fee (see SAP Crystal Versions for SAP Business One).

• SAP Business One software requires a database. Such data base can be licensed via

SAP, it’s authorized reseller or direct via the database vendor or it’s authorised reseller.

• All individuals using SAP Business One, also through reporting tools, require an SAP

Business One license.

1. INTEGRATION FRAMEWORK FOR SAP SMES

1.1. Integration Framework for SAP SMEs is part of the SAP Business One license, except

for the Starter Package User.

2. SAP BUSINESS ONE STARTER PACKAGE USER

2.1. Minimum license requirement: 1 SAP Business One Starter Package User.

2.2. Maximum number of licenses is limited to a total of 5 for the sum of SAP Business One

Starter Package Users and SAP Customer Checkout devices.

2.3. If Customer requires more than the maximum number of five (5) licenses, all SAP

Business One Starter Package Users need to be licensed as SAP Business One

Professional or Limited Professional User.

2.4. The SAP Business One Starter Package User can only be combined with “SAP Business

One Indirect Access by non-employees” or “SAP Customer Checkout” and cannot be

combined with any SAP Business One user type or product options.

3. SAP CRYSTAL VERSIONS FOR SAP BUSINESS ONE

3.1. SAP provides preconfigured SAP Crystal Reports and SAP Crystal Dashboards as a part

of SAP Business One.

3.2. Such reports and dashboards are available to all SAP Business One Named Users

without additional license fee.

3.3. A single SAP Business One system includes 1 user for SAP Crystal Reports, without

additional license fee.


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3.4. SAP Crystal product versions for SAP Business One

a) are restricted for Use with the SAP Business One application data;

b) are further subject to the terms and conditions applicable to SAP Crystal as stated in the

List of Prices and Conditions for SAP Software and Support; and

c) cannot be in deployed in a standalone environment.

3.5. SAP Crystal Reports, version for the SAP Business One application :

provides a single user license that grants access rights to use SAP Crystal Reports,

version for SAP Business One. Prerequisite: Customer has to purchase 1 Professional

User or 1 Limited User or one Indirect access User for each option licensed.

4. SAP BUSINESS ONE INDIRECT ACCESS, BY NON-EMPLOYEES

4.1 SAP Business One Indirect Access by Non-employees is an Instance authorized to

access Business One via its application programming interfaces only. It cannot access

any of the user interfaces (desktop and mobile) developed by SAP. It cannot be used by

employees and contingent workers (including Statement of work-based consultants,

independent contractors; freelancers, other outsourced and non-permanent workers who

are hired on a per-project basis) . Those users are required to license a B1 named user

license for their use. The SAP Application(s) and their required instances can be used

without additional license fee. For the purpose of this Section, “SAP Application(s)” means

all Packages (i.e. all Software and Third Party Software) licensed under the a Software

Contract and/or SAP cloud services for which Costumer has a valid subscription,

excluding SAP Technology Solutions and all database Packages.

5. SAP CUSTOMER CHECKOUT SAP

Customer Checkout is a Point Of Sales solution. No prerequisite.

6. SAP BUSINESS ONE NAMED USER

6.1 A SAP Business One Professional User is a Named User who performs operational

related roles supported by the SAP Business One Software. The SAP Business One

Professional User license is needed to administer an SAP Business One system work

with production and Material Resource Planning (MRP) and use the SAP Business One

Software Development Kit (SDK). The SAP Business One Professional User includes the

rights granted under a SAP Business One Mobile Application User, SAP Business One

Limited CRM User, SAP Business One Limited Financial User, SAP Business One

Limited Logistic User and SAP Business One Indirect Access User license.

6.2. SAP Business One Limited User is a Named User who has access rights to the SAP

Business One functionality to support operational processing and information

requirements in a specific role. Each Limited User can be requested as one of these

roles: CRM, Financial or Logistic. The SAP Business One Limited User license includes

the rights granted under a SAP Business One Mobile Application User, SAP Business

One Indirect Access User license.


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6.3. SAP Business One Limited to SAP Business One Professional User is a Named User

authorized to perform SAP Business One Professional User related roles supported by

the licensed Software if such Named User is also an individual licensed from SAP as an

SAP Business One Limited User and both are licensed for the same runtime database, if

any. If receiving maintenance under the maintenance agreement, Customer must be

subscribed to and fully paid on maintenance for both this User and the underlying SAP

Business One Limited User for so long as Customer continues to receive maintenance

under the maintenance agreement. This allow the upgrade from: SAP Business One

Limited CRM User to SAP Business One Professional User; SAP Business One Limited

Financial User to SAP Business One Professional User; SAP Business One Limited

Logistic User to SAP Business One Professional User; SAP Business One Limited to SAP

Business One Professional User; SAP Business One CRM Sales User to SAP Business

One Professional User; SAP Business One CRM Service User to SAP Business One

Professional User.

6.4. SAP Business One Mobile Application User is a Named User who has access rights to

the ‘SAP Business One Sales or SAP Business One Service mobile application only. The

SAP Business One Mobile Application User license includes the rights granted under an

SAP Business One Indirect Access User license.

6.5. SAP Business One Indirect Access, user-based is a Named User authorized to access

Business One via its application programming interfaces only. It cannot access any of the

user interfaces (desktop and mobile) developed by SAP.

6.6. SAP Business One Starter Package User is a Named User who performs operational

related roles supported by the SAP Business One Starter Package Software. The SAP

Business One Starter Package User license includes the rights granted under a SAP

Business One Mobile Application User and SAP Business One, Indirect Access User

license. The SAP Business One Starter Package User license does not include the rights

granted under a SAP Business One Professional User.

6.7. SAP Business One Starter Package to SAP Business One Professional User is a

Named User authorized to perform SAP Business One Professional User related roles

supported by the licensed Software provided such Named User is also an User licensed

from SAP as an SAP Business One Starter Package User and both such Users are

licensed for the same runtime database, if any. If receiving maintenance under the

maintenance agreement, Customer must be subscribed to and fully paid on maintenance

for both this User and the underlying SAP Business One Starter Package User for so long

as Customer continues to receive maintenance under the maintenance agreement.

6.8. SAP Business One Starter Package to SAP Business One Limited User is a Named

User authorized to perform SAP Business One Limited User related roles supported by

the licensed Software provided such Named User is also an User licensed from SAP as

an SAP Business One Starter Package User and both such Users are licensed for the

same runtime database, if any. If receiving maintenance under the maintenance

agreement, Customer must be subscribed to and fully paid on maintenance for both this

User and the underlying SAP Business One Starter Package User for so long as

Customer continues to receive maintenance under the maintenance agreement.


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7. SAP BUSINESS ONE METRICS

7.1. “Contract price” is the net value of the Software Agreement. Contract price for partners

is defined as the amount the Partner has to pay for SAP and Third Party Software to SAP.

So, the Contract price for Partners is calculated based on the price recommended by

manufacturer minus all partner discounts.

7.2. “Devices” are any piece of equipment or hardware and include but are not limited to: a

workstation, terminal, point of sale terminal, notebook, handheld, tablet, PDA,

smartphone, internet connected television, scale devices, devices installed in a vehicle

(on-board units) or other networked devices. The application itself defines the type of

devices that are used and therefore counted for the price list item (e.g., SAP SQL

Anywhere database for Use with SAP POS for Retail devices are defined as those

devices accessing data from SQL Anywhere database or e. g. SAP Mobile Order

Management devices are all devices installed as on-board units in a vehicle).

7.3. “Gigabytes of memory” are the total amount of memory that may be used by the

Software, as measured in gigabytes.

7.4. “Instances” are unique connections to a single specified application or technology type.

7.5. “MSRP (Manufacturer Suggested Reselling Price)” is the list price minus volume

discount.

7.8. “Users” are individuals who Use the Software.

8. PRODUCT SPECIFIC TERMS FOR BUSINESS ONE SOFTWARE

8.1. SAP Business One Engine for SAP HANA

8.1.1. CustomerSAP Business One, version for SAP HANA Engine is a runtime restricted

license database for SAP Business One and SAP Business One Add-ons, including SAP

Business Add-ons created by SAP partners or SAP Business One Add-ons created by

Customer. Customer shall only use the SAP Business One, version for SAP HANA

Engine in connection with SAP Business One Software and SAP Business One Add-ons

and only for the purposes of its own internal data processing which includes access of

third party user authorized by Customer such as contractors, supply chain vendors or

suppliers, customers, or third party individuals authorized by Customer. Any access to the

SAP Business One, version for SAP HANA Engine, including but not limited to data

loading, modeling, reporting and distribution, must take place via SAP Business One or

SAP Business One Add-ons.

8.1.2. The SAP Business One, version for SAP HANA Engine includes a runtime license of

HANA Studio, Cockpit and Web IDE and access is solely to administer and manage the

SAP Business One, version for SAP HANA Engine, or for system administration tasks and

data modeling for reporting requirements. The SAP Business One, version for SAP HANA

Engine cannot be deployed on the same system as any other SAP HANA software. The

SAP Business One, version for SAP HANA Engine is licensed for addressable RAM

memory and can only run on SAP certified hardware and with the supported operating

system(s).


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8.1.3. The SAP Business One, version for SAP HANA Engine includes a runtime license for all

the SAP HANA components included in the package SAP HANA, 2.0 Enterprise Edition

for SAP Business One.

8.1.4. The SAP Business One, version for SAP HANA engine includes use rights to perform

analytics content provided by the licensed SAP Business One Analytics software used

solely in conjunction with SAP Business One.

**Support for SAP Business One is subject to conclusion of a support agreement.

9. LOCALIZATIONS

9.1. Licenses for SAP Business One software can be used on any of the localizations

supported by SAP Business One software. However, for SAP Business One software

licensed after 01.01.2010, the license key will be issued ‘per localization’. By default the

localization of the requested software country version will be released. Each licensed

Named User can only access the localization for which the license key was issued.

Employees that require access to two or more localizations will require two or more

Named User licenses.

10. INTERCOMPANY INTEGRATION SOLUTION FOR SAP BUSINESS ONE

10.1. Enables management of intercompany transactions for multiple companies by

automatically replicating corresponding transactions across multiple company databases.

Prerequisite: Customer must purchase One Professional User or 1 Limited User for each

option licensed. When this option is selected, all Professional and Limited users in the

license contract must be licensed.

11. FAIL-OVER SYSTEMS

11.1. For any operating system environment in which Customer runs systems of SAP Business

One software, Customer may run up to the same number of passive fail-over systems of

SAP Business One software in a separate operating system environment for temporary

support. Customer may run the passive fail-over installation of SAP Business One

software on a hardware server other than the licensed hardware server.

12. TEST SYSTEMS

12.1 The Customer is entitled to run 1 SAP Business One software system for internal testing

purposes. For such Customertest system, Customer may use the same users which

Customer has licensed for productive use of SAP Business One software.


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PART 3 SAP MAINTENANCE AND SUPPORT

This part of the document contains the conditions for the SAP Support provided for the

software as referenced in the contractual agreements.

1. MAINTENANCE PHASES AND SUPPORT OFFERINGS

In order to receive support the Customer needs to define a central point of contact for

contract processing with SAP (including license audit, billing, order processing, user

master and installation data management).

SAP offers different Maintenance Phases for a particular software release. The scope of

SAP Support for a specific software release depends upon the maintenance phase

applicable to that specific release. Since SAP’s software licensing is release-independent,

the relevant maintenance phase depends only on the actually implemented release of the

software but not on the underlying software license. The maintenance phases described

below apply for SAP Business Suite as well as SAP NetWeaver. For the SAP

BusinessObjects portfolio and within product bundles, different maintenance phases may

apply.

The following section 1.1 distinguishes 3 maintenance phases: Mainstream Maintenance,

Extended Maintenance and Customer-specific Maintenance. They apply for SAP

Business Suite as well as SAP NetWeaver. For the SAP BusinessObjects portfolio,

different maintenance phases may apply. For the purposes of this section 1.1, “SAP

Support” is referring to SAP Enterprise Support, SAP Product Support for Large

Enterprises and SAP Standard Support, subject to the contractual agreement.

Access to SAP Support Advisory Center and Remote Services, e.g. Continuous Quality

Checks , Knowledge Transfer Sessions and Guided Self Services (each as applicable

under the respective service description) will only be provided subject to Customer’s

establishment of a mission critical deployment by certification of its Customer COE.

SAP Solution Manager Enterprise Edition is available to all SAP Support customers to the

extent stated in the applicable service description, but currently does currently interface

only with selected SAP Business Objects portfolio products. Customers of SAP Support

will be required to install Solution Manager and utilize its capabilities (at a minimum,

remote support component in the case of Customers using only SAP BusinessObjects

portfolio products) in the event at least one licensed SAP BusinessObjects portfolio

product is supported by SAP Solution Manager Enterprise Edition.

Customer must choose one of the SAP Support models (SAP Enterprise Support, SAP

PSLE or SAP Standard Support) for its entire SAP landscape. Mixed SAP landscapes, i.

e. SAP landscapes that are supported under different SAP Support models, are not

permitted. Until the execution of a holistic agreement for one of the SAP Support models

for Customer´s entire SAP landscape in case of a mixed SAP landscape, only SAP

Enterprise Support can be agreed on for additional licenses.


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The prices for the respective Support model, applicable at the time of a contract

conclusion, are provided in the document „SAP Price list (Part for SAP Applications and

Technology Platform on-premise Solutions, SAP Business One)“ referenced to herein.


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1.1. Maintenance Phases

1.1.1. Mainstream Maintenance

Mainstream Maintenance is the first maintenance phase for a release, starting with SAP’s

release to customer date. During Mainstream Maintenance, Customer receives the full

scope of SAP Support features as defined in the respective sections. Mainstream

Maintenance is covered by the SAP Support Agreement.

1.1.2. Extended Maintenance

After the end of the Mainstream Maintenance period, SAP offers Extended Maintenance

for selected releases of SAP software. During the Extended Maintenance phase, the

scope of SAP Support conforms usually to the scope during Mainstream Maintenance.

For some releases some restrictions may apply, that is, the scope of SAP Support may be

reduced or different.

The duration and the scope of Extended Maintenance are specified individually for each

release. For detailed information on the availability, scope and restrictions of Extended

Maintenance please check https://support.sap.com/en/release-upgrade-

maintenance/maintenance-information/maintenance-strategy/maintenance-phases.html.

Extended Maintenance is an optional offering and requires a separate, additional contract

on top of the SAP Support Agreement, if not expressly stated otherwise in this document.

Pricing for Extended Maintenance is available upon request.

1.1.3 Customerspecific Maintenance

When the Mainstream Maintenance period ends and no Extended Maintenance is offered,

or when the Mainstream Maintenance period ends and the Custome does not take

advantage of an existing Extended Maintenance offering, or when the Extended

Maintenance period ends, or when the Customer´s Extended Maintenance contract

expires, a release enters into Customerspecific Maintenance.

During this phase, the Customer receives support services as in the Mainstream

Maintenance phase with some restrictions, that is, the scope of SAP Support is reduced.

For detailed information please refer to

https://support.sap.com/release-upgrade-maintenance/maintenance-strategy/phases/customer-specific.html .

Customerspecific Maintenance is covered by the SAP Support Agreement.

For more information, please refer to https://support.sap.com/releasestrategy

1.2. SAP Enterprise Support

1.2.1. Definitions

The following definitions only apply to the Section 1.2.

• “Calendar Quarter” means the three-months’-period, ending on March 31, June

30, September 30, or December 31 respectively of any given calendar year.

https://support.sap.com/en/release-upgrade-maintenance/maintenance-information/maintenance-strategy/maintenance-phases.html

https://support.sap.com/en/release-upgrade-maintenance/maintenance-information/maintenance-strategy/maintenance-phases.html

https://support.sap.com/release-upgrade-maintenance/maintenance-strategy/phases/customer-specific.html

https://support.sap.com/releasestrategy


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• “Enterprise Support Solutions” shall mean all software for which SAP provides

SAP Enterprise Support, excluding software to which special support agreements

apply exclusively.

• “Go-Live” marks the point in time from when, after implementation of the

Enterprise Support Solutions or an upgrade of the Enterprise Support Solutions,

the Enterprise Support Solutions can be used by Customer for processing real

data in live operation mode and for running Customer´s internal business

processes as contractually agreed.

• “Customer Solutions” shall mean Enterprise Support Solutions and any other

software licensed by Customer from third parties .

• “Customer IT Solution(s)” shall mean Customer Solution(s) and hardware

systems supported by Customer´s IT team.

• “Production System” shall mean a live SAP system used for running Customer´s

internal business processes and where Customer´s data is recorded.

• “SAP Software Solution(s)” shall mean a group of one or multiple Production

Systems running Cusomer Solutions and focusing on a specific functional aspect

of Customer´s internal business processes. Details and examples can be found on

SAP’s Customer Support Website (as specified in SAP Note 1324027 or any

future SAP Note that replaces SAP Note 1324027).

• “Service Session” shall mean a sequence of support activities and tasks carried

out remotely to collect further information by interview or by analysis of a

Production System resulting in a list of recommendations. A Service Session could

run manually, as a self-service or fully automated.

• “Top Issues” shall mean software issues and/or failures identified and prioritized

jointly by SAP and Customer in accordance with SAP standards which (i)

endanger Go-Live of a pre-production system or (ii) have a significant business

impact on a Production System.

• “Local Office Time” shall mean regular working hours (8.00 a.m. to 6.00 p.m.

CEST) during regular working days, in accordance with the applicable public

holidays observed by SAP’s registered office and December 24 and 31. With

regard to SAP Enterprise Support only, both parties can mutually agree upon a

different registered office of one of SAP’s affiliates to apply and serve as reference

for the Local Office Time.

• “SAP’s Customer Support Website” shall mean SAP’s customer facing support

website under http://support.sap.com/.

http://support.sap.com/


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1.2.2 Scope of SAP Enterprise Support

SAP Enterprise Support currently includes:

Continuous Improvement and Innovation

• New software releases of the licensed Enterprise Support Solutions, as well as tools and

procedures for upgrades.

• Support packages - correction packages to reduce the effort of implementing single

corrections. Support packages may also contain corrections to adapt existing functionality

to changed legal and regulatory requirements.

• For releases of the SAP Business Suite 7 core applications (starting with SAP ERP 6.0

and with releases of SAP CRM 7.0, SAP SCM 7.0, SAP SRM 7.0 and SAP PLM 7.0

shipped in 2008), SAP may provide enhanced functionality and/or innovation through

enhancement packages or by other means as available. During mainstream maintenance

for an SAP core application release, SAP ‘s current practice is to provide one

enhancement package or other update per calendar year.

• Technology updates to support third party operating systems and databases. Details on

SAP’s release strategy and recommendations for technology updates for SAP’s

enhancement packages can be found on the SAP Support Website.

• Available ABAP source code for SAP software applications and additionally released and

supported function modules.

• Software change management, such as changed configuration settings or Enterprise

Support Solutions upgrades, is supported, currently with content, tools and information

material.

• SAP provides Customer with up to five days remote support services per calendar year

from SAP solution architects

• to assist Customer in evaluating the innovation capabilities of the latest SAP

enhancement package and how it may be deployed for Customer´s business process

requirements.

• to give Customer guidance in form of knowledge transfer sessions, weighted one day, for

defined SAP software/applications or Global Support Backbone components; currently

content and session schedules are stated at http://support.sap.com/enterprisesupport.

Scheduling, availability and delivery methodology is at SAP’s discretion.

• SAP gives Customer access to guided self-services as part of SAP Solution Manager

Enterprise Edition, helping the Customer to optimize technical solution management of

selected Enterprise Support Solutions.

• Configuration guidelines and content for Enterprise Support Solutions is usually shipped

via SAP Solution Manager Enterprise Edition.

• Best practices for SAP System Administration and SAP Solution Operations for Enterprise

Support Solutions.

• SAP configuration and operation content is supported as part of Enterprise Support

Solutions.

http://support.sap.com/enterprisesupport


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• Content, tools and process descriptions for SAP Application Lifecycle Management are

part of the SAP Solution Manager Enterprise Edition, the Enterprise Support Solutions

and/or the applicable Documentation for the Enterprise Support Solutions

Advanced Support for Enhancement Packages and other SAP Software Updates

SAP offers special remote checks delivered by SAP solution experts to analyze planned or

existing modifications and identify possible conflicts between Customer custom code and

enhancement packages and other Enterprise Support Solutions updates. Each check is

conducted for one specific modification in one of Customer´s core business process steps.

Customer is entitled to receive two out of the following services per calendar year per SAP

Software Solution.

• Modification Justification: Based on Customer´s provision of SAP required

documentation of the scope and design of a planned or existing custom modification in

SAP Solution Manager Enterprise Edition, SAP identifies standard functionality of

Enterprise Support Solutions which may fulfill the Customer´s requirements (for details

see http://support.sap.com/ ).

• Custom Code Maintainability: Based on Customer´s provision of SAP required

documentation of the scope and design of a planned or existing custom modification in

SAP Solution Manager Enterprise Edition, SAP identifies which user exits and services

may be available to separate custom code from SAP code.

Global Support Backbone

• SAP’s Customer Support Website – the website with SAP's knowledge database and

SAP’s extranet for knowledge transfer on which SAP makes available content and

services to Customer´s and partners of SAP only.

• SAP Notes on SAP’s Customer Support Website document software malfunctions and

contain information on how to remedy, avoid and bypass errors. SAP Notes may

contain coding corrections that Customer´s can implement into their SAP system. SAP

Notes also document related issues, Customer questions, and recommended solutions

(e.g. customizing settings).

• SAP Note Assistant - a tool to install specific corrections and improvements to SAP

components.

• SAP Solution Manager Enterprise Edition – as described in Section 1.2.6.

Mission Critical Support

• Global incident handling by SAP for problems related to Enterprise Support Solutions,

including Service Level Agreements for Initial Reaction Time and Corrective Action (for

more information refer to Section 1.2.3).

• SAP Support Advisory Center – as described in Section 1.2.4

• Continuous Quality Checks – as described in Section 1.2.5



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• Global 24x7 root cause analysis and escalation procedures in accordance with section

1.2.3 below.

• Root Cause Analysis for Custom Code: For Customer custom code built with the SAP

development workbench, SAP provides mission-critical support root-cause analysis,

according to the Global Message Handling Process and Service Level Agreement

stated in Section 1.2.3 applicable for priority “very high” and priority “high” messages. If

the Customer custom code is documented according to SAP’s then-current standards

(for details see http://support.sap.com/supportstandards )SAP may provide guidance to

assist Customer in issue resolution

Other Components, Methodologies, Content and Community Participation

• Monitoring components and agents for systems to help monitor available

resources and collect system status information of the Enterprise Support

Solutions (e.g. Early Watch Alert)

• Process descriptions and process content that may be used as preconfigured test

templates and test cases via the SAP Solution Manager Enterprise Edition. In

addition the SAP Solution Manager Enterprise Edition assists Customer´s testing

activities

• Content and supplementary tools designed to help increase efficiency, in particular

for implementations.

• Tools and content for SAP Application Lifecycle Management (shipped via SAP

Solution Manager Enterprise Edition and/or the Enterprise Support Solutions

and/or the applicable Documentation for Enterprise Support Solutions and/or

SAP’s Customer Support Website):

• Tools for implementation, configuration, testing, operations and system

administration

• Best practices, guidelines, methodologies, process descriptions and process

content. This content supports the usage of the tools for SAP Application

Lifecycle Management.

• Access to guidelines via SAP’s Customer Support Website, which may include

implementation and operations processes and content designed to help reduce

costs and risks.

• Participation in SAP's customer and partner community (via SAP’s Customer

Support Website), which provides information about best business practices,

service offerings, etc.

1.2.3. Global Incident Handling and Service Level Agreements (SLA)

When Customer reports malfunctions, SAP supports Customer by providing information

on how to remedy, avoid and bypass errors. The main channel for such support will be the

support infrastructure provided by SAP. Customer may send an incident at any time. All

persons involved in the incident resolution process can access the status of the incident at

any time. For further details on definition of incident priorities see SAP Note 67739.

http://support.sap.com/supportstandards


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In exceptional cases, Customer may also contact SAP by telephone. Contact details are

provided in SAP Note 560499. SAP’s support requires that License provide remote

access as specified in Section 1.2.7.

The following Service Level Agreements (“SLA” or “SLAs”) shall apply to all Customer

incidents that SAP accepts as being Priority 1 or 2 and which fulfill the prerequisites

specified herein. Such SLAs shall commence in the first full Calendar Quarter following

the Effective Date of the Enterprise Support contract.

1.2.3.1. SLA for Initial Response Times

a) Priority 1 Incidents (“Very High”)

SAP shall respond to Priority 1 incidents within one (1) hour of SAP’s receipt (twenty-

four hours a day, seven days a week) of such Priority 1 incidents. An incident is

assigned Priority 1 if the problem has very serious consequences for normal business

transactions and urgent, business critical work cannot be performed. This is generally

caused by the following circumstances: complete system outage, malfunctions of

central SAP functions in the Production System, or Top Issues, and for each

circumstance a workaround is not available.

b) Priority 2 Incidents (“High”)

SAP shall respond to Priority 2 incidents within four (4) hours of SAP’s receipt during

SAP’s Local Office Time of such Priority 2 incidents. An incident is assigned Priority 2 if

normal business transactions in a Production System are seriously affected and

necessary tasks cannot be performed. This is caused by incorrect or inoperable

functions in the SAP system that are required to perform such transactions or tasks.

1.2.3.2. SLA for Corrective Action Response Time for Priority 1 Incidents

SAP shall provide a solution, work around or action plan for resolution (“Corrective

Action”) of Customer´s Priority 1 incident within four hours of SAP’s receipt (twenty-four

hours a day, seven days a week) of such Priority 1 incident (“SLA for Corrective Action”).

In the event an action plan is submitted to Customeras a Corrective Action, such action

plan shall include: (i) status of the resolution process; (ii) planned next steps, including

identifying responsible SAP resources; (iii) required Customer actions to support the

resolution process; (iv) to the extent possible, planned dates for SAP’s actions; and (v)

date and time for next status update from SAP. Subsequent status updates shall include a

summary of the actions undertaken so far; planned next steps; and date and time for next

status update.

The SLA for Corrective Action only refers to that part of the processing time when the

incident is being processed at SAP (“Processing Time”). Processing Time does not

include the time when the incident is on status “Customer Action” or “SAP Proposed

Solution”, whereas (a) the status Customer Action means the incident was handed over to

Customer; and (b) the status SAP Proposed Solution means SAP has provided a

Corrective Action as outlined herein. The SLA for Corrective Action shall be deemed met

if within four hours of processing time: SAP proposes a solution, a workaround or an


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action plan; or if SAP reduces the priority level of the incident after consulting with

Customer.

1.2.3.3. Prerequisites and Exclusions

a) Prerequisites

The SLAs shall only apply when the following prerequisites are met for incidents:

• In all cases except for Root Cause Analysis for Custom Code under Section 1.2,

incidents are related to releases of Enterprise Support Solutions which are classified by

SAP with the shipment status “unrestricted shipment”;

• incidents are submitted by Customer in English via the SAP Solution Manager

Enterprise Edition in accordance with SAP’s then current incident handling log-in

procedure which contain the relevant details necessary (as specified in SAP Note

16018 or any future SAP Note which replaces SAP Note 16018) for SAP to take action

on the reported incident;

• incidents are related to a product release of Enterprise Support Solutions which falls

into Mainstream Maintenance or Extended Maintenance.

For Priority 1 incidents, especially without being limited to the following additional

prerequisites must be fulfilled by Customer:

• The issue and its business impact are described in detail sufficient to allow SAP to

assess the issue;

• Customer makes available for communications with SAP, twenty four (24) hours a day,

seven (7) days a week, an English speaking contact person with training and

knowledge sufficient to aid in the resolution of the Priority 1 incident consistent with

Customer´s obligations hereunder; and

• A Customer contact person is provided for opening a remote connection to the system

and to provide necessary log-on data to SAP.

b) Exclusions

For SAP Enterprise Support in particular the following types of Priority 1 incidents are

excluded from the SLAs:

• Incidents regarding a release, version and/or functionalities of Enterprise Support

Solutions developed specifically for Customer (including without limitation those

developed by SAP Custom Development and/or by SAP subsidiaries) except for

custom code built with the SAP development workbench;

• Incidents regarding country versions that are not part of the Enterprise Support

Solutions and instead are realized as partner Add-ons, enhancements, or modifications

is expressly excluded even if these country versions were created by SAP or an

affiliate of SAP

• Support messages where the root cause is not a malfunction, but missing functionality

(“development request”) or the support message is ascribed to a consulting request.


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1.2.3.4. Service Level Credit

a) SAP shall be deemed to have met its obligations pursuant to the SLAs as stated above

by reacting within the allowed time frames in ninety-five percent (95%) of the aggregate

cases for all SLAs within a Calendar Quarter. In the event Customer submits less than

twenty (20) incidents (in the aggregate for all SLAs) pursuant to the SLAs stated above

in any Calendar Quarter during the Enterprise Support term, Customer agrees that

SAP shall be deemed to have met the obligations pursuant to the SLAs stated above if

SAP has not exceeded the stated SLA time-frame in more than one incident during the

applicable Calendar Quarter.

b) Subject to section a. above, in the event that the timeframes for the SLA’s are not met

(each a “Failure”), the following rules and procedures shall apply:

• Customer shall inform SAP in writing of any alleged Failure;

• SAP shall investigate any such claims and provide a written report in which SAP

states whether Customer claim is justified;

• Customer shall provide reasonable assistance to SAP in its efforts to correct any

problems or processes inhibiting SAP’s ability to reach the SLAs;

• Except as otherwise provided in this section 1.2.3.4, if such a report shows SAP

has committed a culpable noncompliance, Customer is entitled to liquidated

damages corresponding to 0.25% of the agreed fee for SAP Enterprise Support for

the Calendar Quarter in which the noncompliance occurred. Such liquidated

damages are limited in total to 5% of the SAP Enterprise Support fee for the

affected Calendar Quarter. These liquidated damages can only be applied as a

Service Level Credit (“SLC”) to be set off against the next SAP Enterprise Support

Services annual maintenance fee. They will not be paid out.

• The parties agree that this limitation reflects to the actual quantum of loss they

would normally expect to arise out of a noncompliance. All other claims arising out

of a noncompliance, including but not limited to claims for damages, are excluded

except in respect of liability for gross negligence, intent, personal injury, and

liability under the Swiss Product Liability Act.

• The Customer must notify SAP of any claims within one month after the end of the

Calendar Quarter in which the noncompliance occurred by giving written reasoned

notice of the claim.

1.2.4. SAP Support Advisory Center

For Priority 1 issues and Top Issues directly related to the Enterprise Support Solutions,

SAP shall make available a global unit within SAP’s support organization for mission

critical support related requests (the “Support Advisory Center”). The Support Advisory

Center will perform the following mission critical support tasks:

• Remote support for Top Issues – the Support Advisory Center will act as an additional

escalation level, enabling 24X7 root cause analysis for problem identification;

• Continuous Quality Check service delivery planning in collaboration with Customer´s

IT, including scheduling and delivery coordination;


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• Provide one SAP Enterprise Support report on request per calendar year;

• Remote primary certification of the SAP Customer Center of Expertise if requested

by Customer; and

• Provide guidance in cases in which Continuous Quality Checks (as defined in

Section 1.2.5 below), an action plan and/or written recommendations of SAP show

a critical status (e.g. a red CQC report) of the Enterprise Support Solutions.

As preparation for the Continuous Quality Check delivery through SAP Solution Manager

Enterprise Edition, Customer´s Contact Person and SAP shall jointly perform one

mandatory setup service (“Initial Assessment”) for the Enterprise Support Solutions. The

Initial Assessment shall be based upon SAP standards and documentation.

The designated SAP Support Advisory Center will be English speaking and available to

Customer´s Contact Person (as defined below) or its authorized representative twenty-

four hours a day, seven days a week for mission critical support related requests. The

available local or global dial-in numbers are shown in SAP Note 560499.

The Support Advisory Center is only responsible for the above mentioned mission critical

support related tasks to the extent these tasks are directly related to issues or escalations

regarding the Enterprise Support Solutions.

1.2.5. SAP Continuous Quality Check

In case of critical situations related to the SAP Software Solution (such as Go Live,

upgrade, migration or Top Issues), SAP will provide at least one Continuous Quality

Check (the “Continuous Quality Check” or “CQC”) per calendar year for each SAP

Software Solution.

The CQC may consist of one or more manual or automatic remote Service Sessions. SAP

may deliver further CQC’s in cases where vital alerts reported by SAP EarlyWatch Alert or

in those cases where Customer and the SAP Advisory Center mutually agree that such a

service is needed to handle a Top-Issue. Details, such as the exact type and priorities of a

CQC and the tasks of SAP and cooperation duties ofCustomer, shall be mutually agreed

upon between the parties. At the end of a CQC, SAP will provide Customer with an action

plan and/or written recommendations.

SAP expressly states that all or part of the CQC sessions may be delivered by SAP

and/or a certified SAP partner acting as SAP’s subcontractor and based on SAP’s CQC

standards and methodologies. Customer agrees to provide appropriate resources,

including but not limited to equipment, data, information, and appropriate and cooperative

personnel, to facilitate the delivery of CQC’s hereunder.

SAP finally states that SAP limits CQC re-scheduling to a maximum of three times per

year. Re-scheduling must take place in any case at least 5 working days before the

planned delivery date. If Customerfails to follow these guidelines, SAP is not obliged to

deliver the yearly CQC to the Customer.

1.2.6. SAP Solution Manager Enterprise Edition under SAP Enterprise Support

1.2.6.1. Use of SAP Solution Manager Enterprise Edition (and its successors as provided by the respective Support contracts) shall be subject to the agreement on the provision and licensed use of the software and is provided for the following purposes only under


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SAP Enterprise Support: (i) delivery of SAP Enterprise Support and (ii) application lifecycle management for CustomerIT Solutions. Such application lifecycle management is limited solely to the following purposes:

• implementation, configuration, testing, operations, continuous improvement and

diagnostics;

• incident management (service desk), problem management and change request

management as enabled using SAP CRM technology integrated in SAP Solution

Manager Enterprise Edition.

• mobile application lifecycle management scenarios using SAP NetWeaver Gateway (or

equivalent technology) integrated in SAP Solution Manager Enterprise Edition.

• management of application lifecycle management projects for CustomerIT Solutions

using the project management functionality of SAP Project and Portfolio Management

integrated in SAP Solution Manager Enterprise Edition. (However, the portfolio

management functionality of SAP Project and Portfolio Management is not in scope of

SAP Solution Manager Enterprise Edition and will need to be licensed separately by

Customer.)

• administration, monitoring, reporting and business intelligence as enabled using SAP

NetWeaver technology integrated in SAP Solution Manager Enterprise Edition.

Business intelligence may also be performed provided the appropriate SAP BI software

is licensed by CustomerCustomer as part of the Enterprise Support Solutions.

For application lifecycle management as outlined under section (ii) above, Customer does

not require a separate Package license to SAP CRM.

1.2.6.2. Customer is entitled to use those SAP databases which are listed on SAP’s Customer Support Website that are generally available to all SAP Customer´s together with SAP Solution Manager. This runtime license is limited to the use of the relevant database as underlying database of the SAP Solution Manager and limited to the term of the SAP Enterprise Support contract.

1.2.6.3. SAP Solution Manager Enterprise Edition may not be used for purposes other than those stated above. Without limiting the foregoing restriction, Customer shall especially without limitation not use SAP Solution Manager Enterprise Edition for (i) CRM scenarios such as opportunity management, lead management, or trade promotion management, except as CRM scenarios are expressly stated in Section 1.2.6.1; (ii) SAP NetWeaver usage types other than those stated above; or (iii) application life-cycle management and in particular incident management (service desk) except for Customer IT Solutions; (iv) non-IT shared services capabilities, including without limitation HR, Finance or Procurement; (v) SAP Project and Portfolio Management including but not limited to portfolio management or project management other than management of application lifecycle management projects as described above in Section 1.2.6.1; (vi) SAP NetWeaver Gateway, except for the mobile application lifecycle management scenarios within the scope described above in Section 1.2.6.1.

1.2.6.4. SAP – in its sole discretion – may update from time to time on SAP’s Customer Support Website under http://support.sap.com/solutionmanager the use cases for SAP Solution Manager Enterprise Edition under this section 1.2.6.

1.2.6.5. SAP Solution Manager Enterprise Edition shall only be used during the term of the Enterprise Support Agreement subject to the licensed rights for the Software and exclusively for Customer´s SAP-related support purposes in support of Customer´s

http://support.sap.com/solutionmanager


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internal business operations. The right to use any SAP Solution Manager Enterprise Edition capabilities under SAP Enterprise Support other than those listed above is subject a separate written agreement with SAP, even if such capabilities are accessible through or related to SAP Solution Manager Enterprise Edition. Customer shall be entitled to allow any of its employees to use Web self services in the SAP Solution Manager Enterprise Edition during the term of the SAP Enterprise Support Agreement like creating support tickets, requesting support ticket status, ticket confirmation and change approvals directly related to Customer IT Solutions.

1.2.6.6. In the event Customer terminates SAP Enterprise Support and receives SAP Standard Support in accordance with section 1.2.10, Customer´s use of SAP Solution Manager Enterprise Edition under SAP Enterprise Support shall cease. Thereafter, Customer´s use of SAP Solution Manager Enterprise Edition shall be governed by the terms and conditions of the SAP Standard Support Agreement.

1.2.6.7. Use of SAP Solution Manager Enterprise Edition may not be offered by Customer as a service to third parties even if such third parties have licensed SAP software; provided, third parties authorized to access the SAP software under the software license agreement may have access to SAP Solution Manager Enterprise Edition solely for SAP-related support purposes in support of Customer´s internal business operations under and in accordance with the terms of the Enterprise Support Agreement.

1.2.7. Customer´s Responsibilities

SAP Enterprise Support Program Management

In order to receive SAP Enterprise Support hereunder, Customershall designate a

qualified English speaking contact within its SAP Customer Center of Expertise for the

Support Advisory Center (the “Contact Person”) and shall provide contact details (in

particular e-mail address and telephone number) by means of which the Contact Person

or the authorized representative of such Contact Person can be contacted at any time.

Customer´s Contact Person shall be Customer´s authorized representative empowered to

make necessary decisions for Customer or bring about such decision without undue

delay.

Other Requirements

In order to receive SAP Enterprise Support hereunder, CustomerCustomer must

especially without being limited to:

• Hold all necessary licenses for the Customer Solutions;

• Continue to pay all Enterprise Support Service Fees as contractually agreed.

• Otherwise fulfill its obligations under the contracts for the provision and licensed use of

Software and the Enterprise Support agreement.

• Provide and maintain remote access via a technical standard procedure as defined by

SAP and grant SAP all necessary authorizations, in particular for remote analysis of

issues as part of incident handling. Customer shall grant such remote access without

restriction regarding the nationality of the SAP employee(s) who process incidents or

the country in which they are located. SAP points out that failure to grant access may

lead to delays in incident handling and the provision of corrections, or may render SAP

unable to provide help in an efficient manner. The necessary software components

must also be installed for support services. For more details, see SAP Note 91488.


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• Establish and maintain an SAP certified Customer COE meeting the requirements

specified in Section 1.2.8 below.

• Have installed, configured and be using productively, an SAP Solution Manager

Enterprise Edition Software system, with the latest patch levels for Basis, and the latest

SAP Solution Manager Enterprise Edition support packages.

• Activate SAP EarlyWatch Alert for the Production Systems and transmit data to

Customer´s productive SAP Solution Manager Enterprise Edition system. See SAP

Note 1257308 for information on setting up this service.

• Perform the Initial Assessment as described in Section 1.2.4 and implement all the

recommendations of SAP classified as mandatory.

• Establish a connection between Customer´s SAP Solution Manager Enterprise Edition

installation and SAP and a connection between the Enterprise Support Solutions and

Customer’s SAP Solution Manager Enterprise Edition installation.

• Customer shall maintain the solution landscape and core business processes in

Customer´s SAP Solution Manager Enterprise Edition system for all Production

Systems and systems connected to the Production Systems. Customershall document

any implementation or upgrade projects in Customer´s SAP Solution Manager

Enterprise Edition system.

• To fully enable and activate the SAP Solution Manager Enterprise Edition, Customer

shall adhere to the applicable documentation.

• Customer agrees to maintain adequate and current records of all modifications and,

upon request, promptly provide such records to SAP.

• Customer shall submit all incidents via the then current SAP Support infrastructure as

made available by SAP from time to time via updates, upgrades or Add-ons.

• Inform SAP without undue delay of any changes to Customer´s installations and any

other information relevant to the Enterprise Support Solutions.

1.2.8. Customer Center of Expertise

1.2.8.1. Role of the Customer Center of Expertise

In order to leverage the full potential value delivered as part of SAP Enterprise Support,

Customer is required to establish a Customer Center of Expertise (“Customer Center of

Expertise”, or “Customer COE”). The Customer COE is designated by Customer as a

central point of contact for interaction with the SAP Support organization.

As a permanent center of expertise, the Customer COE supports Customer’s efficient

implementation, innovation, operation and quality of business processes and systems

related to the SAP Software Solution based on the Run SAP methodology provided by

SAP. The Customer COE should cover all core business process operations. SAP

recommends starting the implementation of the Customer COE as a project that runs in

parallel with the functional and technical implementation projects.

1.2.8.2. Basic Functions of the Customer COE

The Customer COE must fulfill the following basic functions:


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• Support Desk: Set-up and operation of a support desk with a sufficient number of

support consultants for infrastructure/application platforms and the related applications

during regular local working hours (at least 8 hours a day, 5 days (Monday through

Friday) a week). Customer support process and skills will be jointly reviewed in the

framework of the service planning process and the certification audit.

• Contract administration: Contract and license processing in conjunction with SAP

(license audit, maintenance billing, release order processing, user master and

installation data management).

• Coordination of innovation requests: Collection and coordination of development

requests from the Customer and/or any of its affiliates provided such affiliates are

entitled to use the Enterprise Support Solutions as contractually agreed. In this role the

Customer COE shall also be empowered to function as an interface to SAP to take all

action and decisions needed to avoid unnecessary modification of Enterprise Support

Solutions and to ensure that planned modifications are in alignment with the SAP

software and release strategy. In addition, the Customer COE shall coordinate the

Customer’s modification notifications.

• Information management: Distribution of information (e.g. internal demonstrations,

information events and marketing) about Enterprise Support Solutions and the

Customer COE within the Customer group of affiliated companies.

h) CQC planning and other remote services planning: Customer regularly engages in a

service planning process with SAP. The service planning starts during the initial

implementation and will then be continued regularly.

1.2.8.3. Customer COE Certification

Customer must establish a certified Customer COE upon the later to occur of the

following: (i) within twelve (12) months after the Effective Date; or (ii) within six (6) months

after Customer has started using at least one of the Enterprise Support Solutions in live

mode for normal business operations. To obtain the then-current primary Customer COE

certification or re-certification by SAP, the Customer COE undergoes an audit procedure.

Detailed information on the initial certification and re-certification process and conditions,

as well as information on the available certification levels, is available on SAP’s Customer

Support Website (http://support.sap.com/ccoe).

1.2.9. Verification

To check the compliance with the terms the contractual agreements, SAP shall be entitled

to periodically monitor (at least once annually and in accordance with SAP standard

procedures especially without being limited to) (i) the correctness of the information

Customer provided and (ii) Customer’s usage of the Solution Manager Enterprise Edition

in accordance with the contractual regulations.

1.2.10 Selection of SAP Standard Support

Notwithstanding Customer’s right of termination as set out in the SAP Enterprise Support

Agreement and provided Customer is not in default of any obligations under the SAP

Enterprise Support Agreement or its agreement for the provision and licensed use of the

software, Customer may select SAP Standard Support as follows:

http://support.sap.com/ccoe


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With respect to all agreements for support that are solely on a calendar year renewal

basis, effective on the start of a new calendar year, subject to the Minimum Term of

Customer’s first agreement for SAP Enterprise Support; or

With respect to all agreements for support that are not solely on a calendar year renewal

basis, effective on the start of the first renewal period in any calendar year that follows

the Minimum Term of Customer’s first agreement for SAP Enterprise Support.

Customer shall make such selection by giving to SAP three (3) months’ written notice

thereof. The notice is deemed to be given at the time it is received by SAP. All existing

SAP Enterprise Support Agreements shall be terminated and replaced effective with the

commencement of the SAP Standard Support agreement. Any such selection shall apply

to all Enterprise Support Solutions and SAP and Customer shall execute an SAP

Standard Support Agreement on SAP’s then-current terms and conditions for SAP

Standard Support, including without limitation pricing.

For the avoidance of any doubt, selection to enroll in another type of SAP Support

Services by Customer pursuant to Support Services provisions stated herein shall strictly

apply to all of Customer’s SAP software.

So far as SAP offers maintenance service for it, all of Customer’s SAP software must be

covered by the maintenance service. Customer must always have all of its installations of

the Software fully maintained or terminate the maintenance service completely. Partial

termination of SAP Enterprise Support or partial selection of any one type of SAP Support

Services by Customer is strictly prohibited.

1.2.11. Special Notice

• Failure to utilize SAP Enterprise Support provided by SAP may prevent SAP from

being able to identify and assist in the correction of potential problems which, in turn,

could result in unsatisfactory software performance for which SAP cannot be held

responsible.

• SAP’s provision of SAP Support for Third Party Software can require the use of support

services provided by the vendor in question. If the vendor does not provide the support

services required by SAP, SAP has the right to give reasonable notice of at least three

months effective at the end of a calendar quarter of extraordinary and partial

termination on the contractual relationship for maintenance for the Third Party Software

concerned. Customer may be required to upgrade to more recent versions of its

operating systems and databases to receive SAP Enterprise Support. If the respective

vendor offers an extension of support for its product, SAP may offer such extension of

support under a separate written agreement for an additional fee.

• In the event that Customer is entitled to receive one or more services per calendar

year, (i) Customer shall not be entitled to receive such services in the first calendar

year if the Effective Date the Enterprise Support agreement is after September 30 and

(ii) Customer shall not be entitled to transfer a service to the next year if Customer has

not utilized such service.

• SAP Enterprise Support is provided according to the current maintenance phases of

SAP software releases as stated in https://support.sap.com/releasestrategy.

https://support.sap.com/releasestrategy


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1.3. SAP Product Support for Large Enterprises

1.3.2 Definition

The following definitions only apply to this section 1.3:

• “PSLE Solutions” shall mean all software for which SAP provides SAP PSLE

excluding software to which special support agreements apply exclusively.

• “Go-Live” marks the point in time from when, after implementation of Customer’s

PSLE Solutions or an upgrade of PSLE Solutions, can be used by Customer for

processing real data in live operation mode and for running Customer’s internal

business processes in accordance with the software license agreement.

• “Maintenance Base” shall mean the sum of all maintenance base amounts in all on-

premise software Order Forms between SAP and Customer .

• “Customer Solution” shall mean PSLE Solutions and any other software licensed by

Customer from third parties.

• “Customer IT Solution(s)” shall mean Customer Solution(s) and hardware systems

supported by Customer’s IT team.

• “Production System” shall mean a live SAP system used for running internal

business processes and where Customer’s data is recorded.

• “SAP Software Solution(s)” shall mean a group of one or multiple Production

Systems running Customer Solutions and focusing on a specific functional aspect of

Customer’s internal business processes. Details and examples can be found on SAP’s

Customer Support Website (as specified in SAP Note 1324027 or any future SAP Note

that replaces SAP Note 1324027).

• “SAP Support Services” shall mean SAP Product Support for Large Enterprises

(PSLE), SAP Enterprise Support, or SAP Standard Support.



• "Top Issues" shall mean software issues and/or failures identified and prioritized

jointly by SAP and Customer in accordance with the SAP standards which (i) endanger

the go-live of a pre-production system or (ii) have a significant business impact on a

Customer’s core Production System.

1.3.2 Scope of SAP Product Support for Large Enterprises

SAP Product Support for Large Enterprises currently includes:


• New software releases of the licensed PSLE Solutions, as well as tools and


• Support packages– correction packages to reduce the effort of implementing single

corrections. Support packages may also contain corrections to adapt existing

functionality to changed legal and regulatory requirements.

• For releases of the SAP Business Suite 7 core applications (starting with SAP ERP 6.0

and with releases of SAP CRM 7.0, SAP SCM 7.0, SAP SRM 7.0 and SAP PLM 7.0



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shipped in 2008), SAP may provide enhanced functionality and/or innovation through

enhancement packages or by other means as available. During mainstream

maintenance for an SAP core application release, SAP’s current practice is to provide

one enhancement package or other update per calendar year.

• Technology updates to support third party operating systems and databases.

• Available ABAP source code for SAP software applications and additionally released

and supported function modules.

• Software change management, such as changed configuration settings or PSLE

Solution upgrades, is supported for example through content, tools and information

material.

• SAP gives Customer access to guided self-services as part of SAP Solution Manager

Enterprise Edition to support the technical solution management of particular PSLE

Solutions.

Incident Handling

• SAP Notes on SAP’s Customer Support Website document software malfunctions and

contain information on how to remedy, avoid and bypass errors. SAP Notes may

contain coding corrections that Customers can implement into their SAP system. SAP

Notes also document related issues, customer questions and recommended solutions

(e.g. customizing settings).

• SAP Note Assistant - a tool to install specific corrections and improvements to SAP

components.

• Global incident handling by SAP for problems related to PSLE Solutions (for more

information, see section 1.3.3).

• Global 24x7 escalation procedures.

Access to Services Content

• SAP shall provide Customer with access to SAP’s remote services methodology.

Customer may use this content to perform proactive support services for the PSLE

Solutions.

SAP Product Support for Large Enterprises Roadmap Planning

• Up to two times per calendar year, Customer and SAP will perform a joint telephone

conference to exchange information about Customer's current or planned global

projects to implement or upgrade PSLE Solutions, to review Top-Issues and risk

mitigation plans and to discuss quality assurance topics with regard to end-to-end

operations of and support for Customer's SAP Software Solutions, and to generally

align on collaboration between Customer and SAP in the area of support activities and

delivery of SAP Product Support for Large Enterprises services for Customer's SAP

Software Solutions.

• Customer can contact the Local Support Manager of SAP to request a scheduling of

such telephone conference.


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• If mutually agreed between Customer and SAP, such planning can also take place in

the course of an onsite meeting at a mutually agreed location.

• SAP expressly states that a successful planning requires the support of Customer's

Customer Center of Expertise.

SAP Solution Manager Enterprise Edition

For more information refer to section 1.3.4.

Other Components, Methodologies, Content, and Community Participation

• Monitoring components and agents for systems - to help monitor available resources

and collect system status information of the PSLE Solutions (such as SAP EarlyWatch

Alert)

• Prodess descriptions and process content that may be used as pre-configured test

templates and test cases via the SAP Solution Manager Enterprise Edition. In addition

the SAP Solution Manager Enterprise Edition assists Customer testing activities:

• Content and supplementary tools to help increase efficiency, in particular for

implementations.

• Tools and content for SAP Application Lifecycle Management (shipped via SAP

Solution Manager Enterprise Edition and/or the PSLE Solutions and/or the applicable

Documentation for the PSLE Solutions and/or SAP’s Customer Support Website)

• Tools for implementation, configuration, testing, operations and system administration

• Best practices, guidelines, methodologies, process descriptions and process content.

This content supports the usage of the tools for SAP Application Lifecycle

Management.


implementation and operations processes and content designed to help reduce costs

and risks.

• Participation in SAP's customer and partner community (via SAP’s Customer Support

Website), which provides information about best business practices, service offerings,

etc

1.3.3. Global Incident Handling

When Customer reports malfunctions, SAP supports Customer by providing information

on how to remedy, avoid or bypass errors. The main channel for such support will be the

support infrastructure provided by SAP. Customer may send an incident at any time. All

persons involved in the incident resolution process can access the status of a submitted

incident at any time.

In exceptional cases, Customer can also contact SAP by telephone. Contact details are

provided in SAP Note 560499. SAP’s support requires that Customer provides remote

access as specified in section 1.3.5.


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SAP will commence incident handling on errors of very high priority (for a definition of

priorities, see SAP Note 67739) within 24 hours, 7 days a week provided that the

following conditions are met:

• The error must be reported in English and

• Customer must have a suitably skilled English-speaking employee at hand so that

Customer and SAP can communicate if SAP assigns the incident to an overseas SAP

support center.

If these conditions are not met, SAP may not be able to start or continue the incident

handling.

1.3.4. SAP Solution Manager Enterprise Edition under PSLE

1.3.4.1.Use of SAP Solution Manager Enterprise Edition (and its successors as provided by the respective Support contracts) shall be subject to the Software Agreement on the provision and licensed use of the Software and is used solely for the following purposes under SAP PSLE:

a) Delivery of SAP PSLE;

b) Application lifecyle management for Customer IT Solutions. Such application

lifecycle management is limited solely to the following purposes:

• Implementation, configuration, testing, operations, continuous improvement, and

diagnosis

• Incident management (Service Desk), problem management, and change request

management, provided they are supported through the use of the SAP CRM

technology that is integrated in SAP Solution Manager Enterprise Edition

• mobile application lifecycle management scenarios using SAP NetWeaver Gateway (or

equivalent technology) integrated in SAP Solution Manager Enterprise Edition

• management of application lifecycle management projects for Customer IT Solutions

using the project management functionality of SAP Project and Portfolio Management

integrated in SAP Solution Manager Enterprise Edition. (However, the portfolio

management functionality of SAP Project and Portfolio Management is not in scope of

SAP Solution Manager Enterprise Edition and will need to be licensed separately by

Customer.)

• administration, monitoring, reporting and enterprise information services (Business

Intelligence), provided they are supported through the use of the SAP NetWeaver

technology that is integrated in SAP Solution Manager Enterprise Edition. Business

Intelligence can also be carried out, provided CustomerCustomer has licensed the

corresponding SAP BI Software as part of the PSLE Solutions.

Customer does not require separate Package licenses for SAP CRM to use the

application lifecycle management described in (ii) above.

1.3.4.2.Customer is entitled to use those SAP databases which are listed on SAP’s Customer

Support Website that are generally available to all SAP Customer together with SAP

Solution Manager This runtime license is limited to the use of the relevant database as


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underlying database of the SAP Solution Manager and limited to the term of the SAP

PSLE contract.

1.3.4.3.SAP Solution Manager Enterprise Edition may not be used for any other purposes than those stated herein. Independent of this restriction, Customer shall especially without limitation not use SAP Solution Manager Enterprise Edition for the following:

a) SAP CRM scenarios such as opportunity management, lead management, or trade

promotion management except as CRM scenarios are expressly stated in section

1.3.4.1.

b) SAP NetWeaver usage types other than those stated above

c) application lifecyle management and in particular, Incident Management (Service

Desk), except for Customer IT Solutions

d) non-IT shared services capabilities, including without limitation HR, Finance, or

Procurement.

e) SAP Project and Portfolio Management including but not limited to portfolio

management or project management other than management of application lifecycle

management projects as described above in Section 1.3.4.1

f) SAP NetWeaver Gateway including but not limited to the SAP NetWeaver Gateway

design time except the mobile application lifecycle management scenarios with the

scope as described above in Section 1.3.4.1

1.3.4.3.SAP – in its sole discretion – may update the use cases for SAP Solution Manager Enterprise Edition exclusively at its own discretion on SAP’s Customer Support Website under http://support.sap.com/solutionmanager.

1.3.4.5.SAP Solution Manager Enterprise Edition shall only be used during the term of the PSLE Agreement subject to the licensed rights for the Software and exclusively for Customer SAP- related support purposes in support of Customer internal business operations. The right to use any SAP Solution Manager Enterprise Edition capabilities under SAP PSLE other than those above is subject to a separate written agreement with SAP, even if such capabilities are accessible through or related to SAP Solution Manager Enterprise Edition. Customer shall be entitled to allow any of its employees to use Web self services in the SAP Solution Manager Enterprise Edition during the term of the SAP PSLE Agreement, like creating support tickets, requesting support ticket status, ticket confirmation and change approvals directly related to Customer IT Solutions.

1.3.4.6.In the event Customer terminates SAP PSLE and receives SAP Enterprise Support or SAP Standard Support in accordance with section 1.3.9, Customer use of SAP Solution Manager Enterprise Edition shall be governed by the terms and conditions of the SAP Enterprise Support Agreement or the SAP Standard Support Agreement as applicable.

1.3.4.6.Use of SAP Solution Manager Enterprise Edition may not be offered by Customeras a service to third parties, even if such third parties have licensed SAP software; provided, third parties authorized to access the SAP software under the software license agreement may have access to SAP Solution Manager Enterprise Edition solely for SAP-related support purposes in support of Customerinternal business operations under and in accordance with the terms of the SAP PSLE Agreement.

1.3.5. Customer Responsibilities

SAP Product Support for Large Enterprises Program Management

In order to receive SAP Product Support for Large Enterprises services, Customershall

fulfill the following requirements:



220

Customershall designate a qualified English speaking contact within its SAP Customer

Center of Expertise (the “Contact Person”) and shall provide contact details (in particular

e-mail address and telephone number) by means of which the Contact Person or the

authorized representative of such Contact Person can be contacted at any time.

CustomerContact Person shall be Customer’s authorized representative empowered to


delay.

1.3.5.1.Other Requirements

In order to receive SAP Product Support for Large Enterprises hereunder, Customermust:

• Hold all necessary licenses for the Customer Solution

• Continue to pay all SAP Product Support for Large Enterprise Service Fees as

contractually agreed.

• Otherwise fulfil its obligations under the contracts for the provision and licensed use of

the Software and the SAP PSLE agreement.


SAP and grant SAP all necessary authorizations, in particular for remote problem

analysis as part of incident handling. Customer shall grant such remote access without

restriction regarding the nationality of the SAP employee(s) who process support

incidents or the country in which they are located. Customer acknowledges that failure

to grant access may lead to delays in incident handling and the provision of

corrections, or may render SAP unable to provide help in an efficient manner. The

necessary software components must also be installed for support services. For more

details, see SAP Note 91488.




Enterprise Edition system, with the latest patch levels for Basis and the latest SAP

Solution Manager Enterprise Edition support packages.


Customer’s productive SAP Solution Manager Enterprise Edition system. See SAP


• Establish a connection between Customer’s SAP Solution Manager Enterprise Edition

installation and SAP and a connection between the PSLE Solutions and Customer’s

SAP Solution Manager Enterprise Edition installation.


Customer’s SAP Solution Manager Enterprise Edition system for all Production

Systems and systems connected to the Production Systems. Customer shall

document any implementation or upgrade projects in Customer’s SAP Solution

Manager Enterprise Edition system.


shall follow all guidelines in the documentation.

• Customer agrees to maintain adequate and current records of all modifications and, if

requested, promptly provide such records to SAP.


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• Customer shall report all incidents by means of the current SAP Support infrastructure,

which SAP makes available in the form of updates, upgrades, or Add-ons.

• Inform SAP without undue delay of any changes to Customer’s installations and any

other information relevant to the PSLE Solutions.


1.3.6.1.Role of the Customer Center of Expertise

In order to leverage the full potential value delivered as part of SAP Product Support for

Large Enterprises, Customer is required to establish a Customer Center of Expertise

(“Customer Center of Expertise”, or “Customer COE”). The Customer COE is designated

by Customer as a central point of contact for interaction with the SAP support

organization. As a permanent center of expertise, the Customer COE supports

Customer’s efficient implementation, innovation, operation and quality of business

processes and systems related to the SAP Software Solution based on the Run SAP

methodology provided by SAP. The Customer COE should cover all core business

process operations. SAP recommends starting the implementation of the Customer COE

as a project that runs in parallel with the functional and technical implementation projects.

1.3.6.2.Basic Functions of the Customer COE





Friday) a week). Customer support process and skills will be jointly reviewed in the

framework of the service planning process and the certification audit.





requests from Customer and/or affiliates provided such affiliates are entitled to use the

PSLE Solutions as contractually agreed. In this role the Customer COE shall also be

empowered to function as an interface to SAP to take all action and decisions needed

to avoid unnecessary modification of PSLE Solutions and to ensure that planned

modifications are in alignment with the SAP software and release strategy. The

Customer COE shall also coordinate Customer’s modification notification.

i) Information management: Distribution of information (e.g. internal demonstrations,

information events and marketing) about PSLE Solutions and the Customer COE

within Customer’s group of affiliated companies.

1.3.6.3.Customer COE Certification

If Customer has not established a certified Customer COE by the Effective Date of the

PSLE contract, Customer must establish a certified Customer COE at the latest by the

time one of the following two events occurs at the latest: (i) within twelve (12) months after

the Effective Date of the PSLE contract; or (ii) at the latest six (6) months after Customer

has gone live with at least one of the PSLE solutions in normal business operations. To

obtain the valid primary Customer COE certification (Primary Customer COE Certification)


222

or re-certification (Re-Certification) by SAP, the Customer COE undergoes an audit

procedure that covers the basic functions (primary certification). Customer has the option

of obtaining an advanced certification of his Customer COE. Detailed information about

the process and conditions for Primary Certification and Re-Certification as well as

available certification levels are available on SAP’s Customer Support Website

(http://support.sap.com/ccoe).

1.3.7. Verification

To check the compliance with the contractually agreed terms, SAP shall be entitled to

periodically monitor (at least once annually and in accordance with SAP standard

procedures) (i) whether Customer is eligible to receive SAP Product Support for Large

Enterprises; (ii) the correctness of the information provided by Customer; and (ii)

Customer’s usage of the Solution Manager Enterprise Edition in accordance with the

contractual regulations. If at any point during the term of the SAP PSLE agreement SAP

determines that Customer has fallen below either the Maintenance Threshold or License

Threshold defined in Section 1.3.8, Section 1.3.8 shall apply accordingly.

1.3.8. Revenue Thresholds

a) Customer shall be eligible to receive SAP Product Support for Large Enterprises from

the date at which Customer informs SAP in writing about the meeting of both of the

following criteria:

i. the aggregate of the overall yearly expenditure of Customer and all Customer Affiliates

on the following exceeds or is equal to CHF 5,500,000 (the “Maintenance Threshold”):

b) SAP Enterprise Support, whereas, for purposes of this paragraph, yearly expenditures

shall be deemed to be the product of seventeen percent (17%) times the applicable

Maintenance Base, irrespective of the then current SAP Enterprise Support Factor in

effect,

c) SAP Product Support for Large Enterprises (currently 17%) times the applicable

Maintenance Base

d) SAP Standard Support, for which, for the purposes of this paragraph, the annual fees

are defined as follows: 17% of Maintenance Base for each contract, irrespective of the

then current SAP Standard Support Factor in effect,

e) Maintenance for software licensed from Business Objects; and

f) MaxAttention; and

g) SAP Preferred Care, on-premise edition for SAP Enterprise Support or SAP Preferred

Care, on-premise edition for SAP Product Support for Large Enterprises whereas, for

purposes of this paragraph, yearly expenditures shall be deemed to be the product of

two percent (2%) times the applicable Maintenance Base.

h) the Maintenance Base exceeds or is equal to CHF 33,000,000 (the “License

Threshold”).

SAP Cloud Services Fees Eligibility. If Customer has an active order form(s) or

agreements for one or more eligible SAP on demand services listed on

http://support.sap.com/extensionpolicy (“SAP Cloud Services”) with SAP and/or with

affiliated company of SAP SE registered in the same country as SAP and the SAP Cloud


http://support.sap.com/extensionpolicy


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Services term of each such agreement is not less than five (5) years, Customer may

apply up to forty percent (40%) of Customer’s annual SAP Cloud Services fees due under

each such agreement toward meeting the Maintenance Threshold set forth in subsection

(i) above.

During the term of the SAP PSLE agreement, Customer shall be responsible for informing

SAP if Customer does not meet the Maintenance Threshold and/or the License

Threshold. Upon Customer’s request, SAP will assist Customer in this determination. If

Customer falls below either or both of these thresholds, Customer shall inform SAP

thereof immediately and from the date Customer falls below the Maintenance Threshold

and/or the Customer Threshold, the following applies:

a) The SAP PSLE Factor for Customer’s and Customer’s Affiliates’ PSLE Solutions which

has been contractually agreed between SAP and Customer is replaced by the then

current SAP Enterprise Support Factor according to SAP’s then current List of Prices

and Conditions;

b) The scope of SAP’s support shall remain as defined in Section 1.3.2 above;

c) The SAP PSLE Factor for any additional purchases of software licenses subsequent to

falling below the Maintenance Threshold and/or the License Threshold will be the then-

current SAP Enterprise Support Factor according to SAP’s then current List of Prices

and Conditions;

Customer may select SAP Enterprise Support or SAP Standard Support in accordance

with SAP’s then current terms and the provisions.

In either case, SAP and Customer shall execute a respective change agreement to this

effect.

In addition, the following applies: If on the day of or prior to falling below the Maintenance

Threshold or the License Threshold, Customer informs SAP that it is migrating to SAP

Standard Support or SAP Enterprise Support, Customer is entitled to continue using SAP

Product Support for Large Enterprises at a factor of 17%, until such time as the migration

has been contractually agreed but in total only for a maximum of three (3) months, after

which the factors specified in section b.(a) above will apply.

Customer is not eligible for SAP PSLE services:

a) during the period between meeting the criteria under section a. and the date at which

SAP receives written notice from Customer that Customer meets these criteria; and

b) during the period between the date at which Customer falls below the criteria under

section a. and the date at which Customer informs accordingly, in the case where

Customer only informs SAP of its failure to meet the criteria after the date at which

Customer fell short of these criteria.

b) Customer shall not receive any refund, including, but not limited to, previously paid

maintenance fees, e.g. fees paid for SAP Enterprise Support.

1.3.9. Selection of SAP Standard Support or SAP Enterprise Support

Notwithstanding Customer’s right of termination as set out in the SAP PSLE Agreement

and provided Customer is not in default of any obligations under the SAP PSLE


224

Agreement or its agreement for the provision and licensed us of the software, Customer

may select either SAP Enterprise Support or SAP Standard Support in accordance with

the following provisions:

• Customer may select SAP Enterprise Support either (i) with respect to all agreements

for support that are solely on a calendar year renewal basis effective on the beginning

of any calendar month or (ii) with respect to all agreements for support that are not

solely on a calendar year renewal basis, effective on any monthly anniversary of the

renewal date of such agreement. Customer shall make such selection by giving to

SAP three (3) months' written notice thereof. The notice is deemed to be given at the

time it is received by SAP. All existing SAP PSLE Support agreements shall be

terminated and replaced effective with the commencement of the SAP Enterprise

Support agreement. Any such selection shall apply to all PSLE Solutions and SAP and

Customer shall execute an SAP Enterprise Support agreement on SAP’s then-current

terms and conditions for SAP Enterprise Support, including without limitation pricing.

• Customer may select SAP Standard Support either (i) with respect to all agreements

for support that are solely on a calendar year renewal basis, effective on the start of a

new calendar year, subject to the Minimum Term of Customer’s first agreement for

SAP PSLE; or (ii) with respect to all agreements for support that are not solely on a

calendar year renewal basis, effective on the start of the first renewal period in any

calendar year that follows the Minimum Term of Customer’s first agreement for SAP

PSLE. Customer shall make such selection by giving to SAP three (3) months' written

notice thereof. The notice is deemed to be given at the time it is received by SAP. All

existing SAP PSLE Support agreements shall be terminated and replaced effective

with the commencement of the SAP Standard Support agreement. Any such selection

shall apply to all PSLE Solutions and SAP and Customer shall execute an SAP

Standard Support agreement on SAP’s then current terms and conditions for SAP

Standard Support, including without limitation pricing.


Services by Customer pursuant to Support Services selection provisions stated herein

shall strictly apply to all of Customer’s SAP software.




termination of SAP PSLE or partial selection of any one type of SAP Support Services by

Customer is not permitted.


• Failure to utilize SAP Product Support for Large Enterprises provided by SAP may

prevent SAP from being able to identify and assist in the correction of potential

problems which, in return could result in unsatisfactory software performance for

which SAP cannot be held responsible.

• SAP’s provision of SAP Support for Third Party Software can require the use of

support services provided by the vendor in question. If the vendor does not


225

provide the support services required by SAP, SAP has the right to give

reasonable notice of at least three months effective at the end of a calendar

quarter of extraordinary and partial termination on the contractual relationship for

maintenance for the Third Party Software concerned. Customer may be required

to upgrade to more recent versions of its operating systems and databases to

receive SAP Product Support for Large Enterprises. If the respective vendor

offers an extension of support for its product, SAP may offer such extension of

support under a separate written agreement for an additional fee.

• SAP Product Support for Large Enterprises is provided according to the current

maintenance phases of SAP software releases as stated in

http://support.sap.com/releasestrategy.

1.4. SAP Standard Support

1.4.1 Definitions

The following definitions only apply to this section 1.4:

• “Production System” shall mean a live SAP system used for running Customer’s

internal business operations and where Customer’s data is recorded.

• “Service Session” shall mean a sequence of support activities and tasks carried

out remotely to collect further information by interview or by analysis of a

Production System resulting in a list of recommendations. A Service Session could

run manually, as a self service or fully automated.

• “Standard Support Solutions” shall mean all software for which SAP provides

SAP Standard Support, excluding software to which special support agreements

apply exclusively.



1.4.2. Scope of SAP Standard Support

SAP Standard Support currently includes:


• New software releases of the licensed Standard Support Solutions, as well as

tools and procedures for upgrades.

• Support packages - correction packages to reduce the effort of implementing

single corrections. Support packages may also contain corrections to adapt

existing functionality to changed legal and regulatory requirements.

• For releases of the SAP Business Suite 7 core applications (starting with SAP

ERP 6.0 and with releases of SAP CRM 7.0, SAP SCM 7.0, SAP SRM 7.0 and

SAP PLM 7.0 shipped in 2008), SAP may provide enhanced functionality and/or

innovation through enhancement packages or by other means as available.

During mainstream maintenance for an SAP core application release, SAP’s

current practice is to provide one enhancement package or other update per

calendar year.

http://support.sap.com/releasestrategy



226



• Available ABAP source code for SAP software applications and additionally

released and supported function modules.

• Software change management, such as changed configuration settings or

Standard Support Solutions upgrades, is supported, currently for example with

content, tools and information material.

Incident Handling

• SAP Notes on SAP’s Customer Support Website document software malfunctions

and contain information on how to remedy, avoid and bypass errors. SAP Notes

may contain coding corrections that Customers can implement into their SAP

system. SAP Notes also document related issues, customer questions, and

recommended solutions (e.g. customizing settings).

• SAP Note Assistant - a tool to install specific corrections and improvements to

SAP components.

• Global Incident handling by SAP for problems related to Standard Support

Solutions. When Customer reports malfunctions, SAP supports Customer by

providing information on how to remedy, avoid or bypass errors. The main channel

for such support will be the support infrastructure provided by SAP. Customer

may send an incident at any time. All persons involved in the incident resolution

process can access the status of a submitted incident at any time. In exceptional

cases, Customer may also contact SAP by telephone. Contact details are

provided in SAP Note 560499. SAP’s support requires that Customer provides

remote access as specified in Section 1.4.3 . SAP will commence Incident

handling on errors of very high priority (for a definition of priorities, see SAP Note

67739) within 24 hours, 7 days a week provided that the following conditions are

met: (i) The error must be reported in English and (ii) Customer must have a

suitably skilled English-speaking employee at hand so that Customer and SAP

can communicate if SAP assigns the incident to an overseas SAP support center.

If either or both of these conditions are not fulfilled, SAP may not be able to start

Incident handling or to continue Incident handling until these conditions are

fulfilled.

• Global 24x7 escalation procedures.


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Remote Services

• SAP Standard Support currently includes a choice of one of the following remote

services per live installation per calendar year:

• One GoingLive Check for e. g if the customer decides to implement new SAP software

and use it productively;

• One GoingLive Upgrade Check for an upgrade to a higher release; or

• One GoingLive OS/DB Migration Check. This OS/DB Migration Check assists the

Customer in preparing for a migration of an operating system or database. Migration is

the responsibility of the Customer.

• In case of vital alerts reported by SAP EarlyWatch® Alert, up to two (2) SAP

EarlyWatch® Checks may be performed per calendar year for a production system if

required.

• A service can consist of one or more Service Sessions.

• In order to meet the requested delivery date for a remote service, the service has to be

ordered at least two months in advance of the desired remote service delivery date.

The right to services only exists for a specific installation and is not transferable to

other installations.

• Further information and detail about individual SAP services can be found on SAP’s

Customer Support Website at http://support.sap.com/standardsupport.

SAP Solution Manager Enterprise Edition under SAP Standard Support

• Use of SAP Solution Manager Enterprise Edition (and any successor to SAP

Solution Manager Enterprise Edition provided hereunder) shall be subject to the

agreement on the provision and licensed use of the software and is for the

following purposes only under SAP Standard Support: (i) delivery of SAP Standard

Support, including delivery and installation, upgrade, and maintenance of Standard

Support Solutions and (ii) re-active support upon request from Customer,

including without limitation application of break fixes (e.g. patches, notes, etc.) and

root cause analysis for Standard Support Solutions and (iii) management of

Standard Support Solutions (including management of the integration, if available,

of SAP Standard Support Solutions with SAP Cloud services) using only those

scenarios which are defined on SAP’s Customer Support Website under

http://support.sap.com/solutionmanager. SAP in its sole discretion – may update

from time to time on SAP’s Customer Support Website under

http://support.sap.com/solutionmanager the use cases for SAP Solution Manager

Enterprise Edition under SAP Standard Support.

• SAP Solution Manager Enterprise Edition shall only be used for SAP Standard

Support during the term of the Standard Support agreement subject to the

licensed rights for the Software and exclusively for Customer's SAP-related

support purposes in support of Customer’s internal business operations. The right

to use any SAP Solution Manager Enterprise Edition capabilities under SAP

Standard Support other than those listed above is subject to a separate written

agreement with SAP, even if such capabilities are accessible through or related to

SAP Solution Manager Enterprise Edition. SAP Solution Manager must explicitly

http://support.sap.com/standardsupport




228

not be used for third party applications not licensed via SAP or any other

components or IT assets operated in conjunction with SAP software

• In the event Customer terminates SAP Standard Support and receives SAP

Enterprise Support in accordance with Section 1.4.6, Customer’s use of SAP

Solution Manager shall be governed by the terms and conditions of the SAP

Enterprise Support Agreement.

• Customer is entitled to use those SAP databases which are listed on SAP’s

Customer Support Website that are generally available to all SAP Customers

together with SAP Solution Manager This runtime license is limited to the use of

the relevant database as underlying database of the SAP Solution Manager and

limited to the term of the Standard Support Agreement(s).

Other Components, Content and Community Participation

• Monitoring components and agents for systems to help monitor available

resources and collect system status information of the Standard Support Solutions

(e.g. SAP Early Watch Alert).

• Administrative integration of distributed systems through SAP Solution Manager

Enterprise Edition for the purposes of Sap EarlyWatch Alert.

• Content and supplementary tools designed to help increase efficiency, in particular

for implementations.



costs and risks.

• Participation in SAP's customer and partner community (via SAP’s Customer

Support Website), which provides information about best business practices,

service offerings, etc.

1.4.3. Customer’s Responsibilities

SAP Standard Support Program Management

In order to receive SAP Standard Support hereunder, Customer shall designate a

qualified English speaking contact within its Customer COE (the “Contact Person”) and

shall provide contact details (in particular e-mail address and telephone number) by

means of which the Contact Person or the authorized representative of such Contact

Person can be contacted at any time. Customer’s Contact Person shall be Customer’s

authorized representative empowered to make necessary decisions for Customer or bring

about such decision without undue delay.

Other Requirements

Furthermore, Customer must especially without being limited to:

• Hold all necessary licenses for the Standard Support Solutions.

• Continue to pay all Standard Support Service Fees as contractually agreed.


229

• Otherwise fulfill its obligations under the contracts for the provision and licensed use of

Software and the Standard Support agreement.



issues as part of incident handling. Customer shall grant such remote access without

restriction regarding the nationality of the SAP employee(s) who process incidents or

the country in which they are located. SAP points out that failure to grant access may

lead to delays in incident handling and the provision of corrections, or may render SAP

unable to provide help in an efficient manner. The necessary software components

must also be installed for support services. For more details, see SAP Note 91488.

• Establish and maintain an SAP certified Customer COE meeting requirements



Enterprise Edition Software system, with the latest patch levels for Basis and the latest

SAP Solution Manager Enterprise Edition support packages.


Customer’s productive SAP Solution Manager Enterprise Edition system. See SAP


• Establish a connection between Customer’s SAP Solution Manager Enterprise Edition

installation and SAP and a connection between the Standard Support Solutions and

Customer’s SAP Solution Manager Enterprise Edition installation.


Customer’s SAP Solution Manager Enterprise Edition system at least for the

Production Systems and systems connected to the Production Systems. Customer

shall document any implementation or upgrade projects in Customer’s SAP Solution

Manager Enterprise Edition system.


shall adhere to all guidelines in the applicable documentation.

• Customer agrees to maintain adequate and current records of all modifications and, if

needed, promptly provide such records to SAP.

• Submit all incidents via the then current SAP support infrastructure as made available

by SAP from time to time via updates, upgrades or Add-ons.

• Inform SAP without undue delay of any changes to Customer’s installations and any

other information relevant to the Standard Support Solutions.


1.4.4.1.Role of the Customer COE

The Customer Center of Expertise (“Customer COE”) is designated by Customer as a

central point of contact for interaction with the SAP support organization. SAP

recommends starting the implementation of the Customer COE as a project that runs in

parallel with the functional and technical implementation projects.

1.4.4.2Basic Functions of the Customer COE



230




Friday) a week). Customer support process and skills will be reviewed in the framework

of the service planning process and the certification audit.





requests from the Customer and/or any of its affiliates provided such affiliates are

entitled to use the Standard Support Solutions as contractually agreed. In this role the

Customer COE shall also be empowered to function as an interface to SAP to take all

action and decisions needed to avoid unnecessary modification of the Standard

Support Solutions and to ensure that planned modifications are in alignment with the

SAP software and release strategy. The Customer COE shall also coordinate

Customer’s modification notification and disclosure requirements.

• Information management: Distribution of information (e.g. internal demonstrations,

information events and marketing) about Standard Support Solutions and the

Customer COE within the Customer’s group of affiliated companies.

• Remote Service Planning: coordination of remote service delivery with SAP


If Customer does not already have a certified Customer COE upon the Effective Date,


following: (i) within twelve (12) months after the Effective Date, or (ii) within six (6) months

after Customer has started using at least one of the Standard Support Solutions in live

mode for normal business operations. To obtain the then-current primary Customer COE

certification or re-certification by SAP, the Customer COE undergoes an audit procedure.

Detailed information on the initial certification and re-certification process and conditions,

as well as information on the available certification levels is available on SAP’s Customer

Support Website at http://support.sap.com/ccoe.

1.4.5. Fees for SAP Standard Support

SAP Standard Support Fees are agreed in the Support Agreements.

The current SAP Standard Support Factor in effect is 19% of the Maintenance Base of the

licensed software, subject to price increases as agreed in the Support Agreements. The

current SAP Standard Support Factor of 19% and any waiver of SAP’s right to increase

the fee as set forth in the respective Support Agreement only apply to new licenses, which

have not been under SAP Standard Support before. Where the new licenses are acquired

in a Migration/Conversion scenario and/or where a deduction for pre-invest (“crediting”) is

agreed, specific rules apply, which SAP will provide in an offer upon request.

1.4.6. Verification



231

To check the compliance with the terms the contractual agreements, SAP shall be entitled

to periodically monitor (at least once annually and in accordance with SAP standard

procedures especially without being limited to:

the correctness of the information provided by Customer and

Customer’s usage of the Solution Manager Enterprise Edition in accordance with in

accordance with the contractual regulations.

1.4.7. Selection of SAP Enterprise Support

Notwithstanding Customer’s right of termination as set out in the Standard Support

Agreement and provided Customer is not in default of any obligations under the Standard

Support Agreement or its agreement for the provision and licensed use of the software,

Customer may select SAP Enterprise Support in accordance with the following provisions:

• with respect to all agreements for support that are solely on a calendar year renewal

basis effective on the beginning of any calendar month, or

• with respect to all agreements for support that are not solely on a calendar year

renewal basis, effective on the any monthly anniversary of the renewal date of such

agreement.

Customer shall make such selection by giving to SAP three (3) months’ written notice

thereof. The notice is deemed to be given at the time it is received by SAP. All existing

SAP Standard Support agreements shall be terminated and replaced effective with the

commencement of the SAP Enterprise Support agreement. Any such selection shall apply

to all Standard Support Solutions and SAP and Customer shall execute an SAP

Enterprise Support agreement on SAP’s then-current terms and conditions for SAP

Enterprise Support, including without limitation pricing.


Services by Customer pursuant to Support Services selection provisions stated herein

shall strictly apply to all of Customer’s SAP software.




termination of SAP Standard Support or partial selection of any one type of SAP Support

Services by Customer is strictly prohibited.


• In the event that Customer is entitled to receive one or more services per calendar

year, (i) Customer shall not be entitled to receive such services in the first calendar

year if the Effective Date of the SAP Standard Support contract is after September 30

and (ii) Customer shall not be entitled to transfer a service to the next year if Customer

has not utilized such service.

• Failure to utilize SAP Standard Support provided by SAP may prevent SAP from being

able to identify and assist in the correction of potential problems which, in turn, could

result in unsatisfactory software performance for which SAP cannot be held

responsible.




232





operating systems and databases to receive SAP Standard Support. If the respective

vendor offers an extension of support for its product, SAP may offer such extension of

support under a separate written agreement for an additional fee. If the licensing

agreement between SAP and a third party vendor is terminated, support for this

vendor’s Third Party Software will be provided through SAP according to the defined

support processes until the end of the wind-down period agreed upon between SAP

and the third party vendor. If the vendor does not provide the support services required

by SAP any more, SAP has the right to give reasonable notice of at least three months

effective at the end of a calendar quarter of extraordinary and partial termination of the

contractual relationship for support for the third party software concerned.

• SAP Standard Support is provided according to the current maintenance phases of

SAP software releases as stated in http://support.sap.com/releasestrategy.

1.5. SAP Standard Support for SAP Business One

1.5.1 Definitions

“Production System” shall mean a live SAP system used for running Customer’s internal

business operations and where Customer’s data is recorded.

“Service Session” shall mean a sequence of support activities and tasks carried out

remotely to collect further information by interview or by analysis of a Production System

resulting in a list of recommendations. A Service Session could run manually, as a self-

service or fully automated.

1.5.2. Scope of SAP Standard Support for Business One

Customer may request and SAP shall provide, to such degree as SAP makes such

services generally available in the Territory, SAP Standard Support services for SAP

Business One. SAP Standard Support for SAP Business One currently includes:


• New software releases of the licensed Standard Support Solutions as well as tools and


• Support packages - correction packages to reduce the effort of implementing single

corrections. Support packages may also contain corrections to adapt existing

functionality to changed legal and regulatory requirements.

• Technology updates to support third-party operating systems and databases.

• Remote support platform for SAP Business One (RSP) as collaborative infrastructure

for the delivery of remote support and remote services.

Message Handling

• SAP Notes on the SAP Support Website document software malfunctions and contain

information on how to remedy, avoid and bypass errors. SAP Notes may contain



233

coding corrections that Customers can implement into their SAP system. SAP Notes

also document related issues, Customer questions, and recommended solutions (e.g.

customizing settings).

• Global message handling by SAP for problems related to Standard Support Solutions.

When Customer reports malfunctions, SAP supports Customer by providing

information on how to remedy, avoid or bypass errors. The main channel for such

support will be the support infrastructure provided by SAP. Customer may send an

error message at any time. All persons involved in the message solving process can

access the status of the message at any time. In exceptional cases, Customer may

also contact SAP by telephone. For such contact (and as otherwise provided) SAP

requires that Customer provides remote access as specified in Section 1.5.3

• SAP will commence message handling on errors of very high priority (for a definition of

priorities, see SAP Note 67739) within 24 hours, 7 days a week provided that the

following conditions are met: (i) The error must be reported in English and (ii) Customer

must have a suitably skilled English-speaking employee at hand so that Customer and

SAP can communicate if SAP assigns the problem message to an overseas SAP

support center. If either or both of these conditions are not fulfilled, SAP may not be

able to start message handling or to continue message handling until these conditions

are fulfilled.

Other Components, Methodologies, Content and Community Participation

• Monitoring components and agents for systems to monitor available resources and

collect system status information of the Standard Support Solutions (e.g. RSP).

• Access to guidelines via the SAP Support Website, which may include


costs and risks.

• Participation in SAP's customer and partner community (via SAP Support

Website), which provides information about best business practices, service

offerings, etc.

1.5.3. Customer’s Responsibilities

SAP Standard Support Program Management

In order to receive SAP Standard Support for SAP Business One hereunder, Customer

shall designate a qualified English speaking contact within its SAP Customer Center of

Expertise (“Customer COE”) (the “Contact Person”) and shall provide contact details (in

particular e-mail address and telephone number) by means of which the Contact Person

or the authorized representative of such Contact Person can be contacted at any time.

Customer’s Contact Person shall be Customer’s authorized representative empowered to


delay.

Other Requirements


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Customer must further satisfy the following requirements:

• Continue to pay all Standard Support Fees for SAP Standard Support for SAP

Business One.

• Otherwise fulfill its obligations under the Software Agreements.



issues as part of message handling. Such remote access shall be granted without

restriction regarding the nationality of the SAP employee(s) who process support

messages or the country in which they are located. Customer acknowledges that

failure to grant access may lead to delays in message handling and the provision of

corrections, or may render SAP unable to provide help in an efficient manner. The

necessary software components must also be installed for support services.

• Make available to SAP Support organization a backup of the productive SAP Business

One database whenever the processing of a support message requires in-house

investigation. Partner is responsible to obtain the consent to a hand over from

individuals whose personal data is stored in such database.


specified in Section 1.5.4.

• Activate RSP for the Production Systems and transmit data to SAP Backend systems.

• Submit all error messages via the then current SAP support infrastructure as made

available by SAP from time to time via updates, upgrades or add-ons.

• Inform SAP without undue delay of any changes to Customer’s installations and

Named Users and all other information relevant to the Standard Support Solutions.

1.5.4 Customer Center of Expertise

1.5.4.1.Role of the Customer COE

The Customer COE is designated by Customer as a central point of contact for interaction

with the SAP support organization. SAP recommends starting the implementation of the

Customer COE as a project that runs in parallel with the functional and technical

implementation projects.

1.5.4.2.Basic Functions of the Customer COE





Friday) a week). Customer support process and skills will be reviewed in the framework

of the certification audit.





requests from Customer and/or affiliates provided such affiliates are entitled to use the


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Standard Support Solutions under the Software Agreement. In this role the Customer

COE shall also be empowered to function as an interface to SAP to take all action and

decisions needed to avoid unnecessary customization of Standard Support Solutions

and to ensure that planned customizations are in alignment with the SAP software and

release strategy. Information management: Distribution of information (e.g. internal

demonstrations, information events and marketing) about Standard Support Solutions

and the Customer COE within Customer’s organization.


If Customer does not already have a certified Customer COE upon the Effective Date,


following:

(i) within twelve (12) months after the Effective Date, or

(ii) (ii) within six (6) months after Customer has started using at least one of the Standard

Support Solutions in live mode for normal business operations. To obtain the then-

current primary Customer COE certification or re-certification by SAP, the Customer

COE undergoes an audit procedure.

For the avoidance of doubt the Customer COE for SAP Business One program is a

product-specific program which meets the specific needs of the SAP Business One eco-

system, it is independent from other Customer COE programs offered by SAP for other

customer groups and/or other SAP products. Detailed information on the initial

certification and re-certification process and conditions, as well as information on the

available certification levels is available on SAP Support Website at

https://support.sap.com/ccoe .

1.5.5. Verification

To check the compliance with the terms of this Schedule, SAP shall be entitled to

periodically monitor (at least once annually and in accordance with SAP standard

procedures) (i) the correctness of the information provided by Customer.

1.5.6. Other Terms and Conditions

• So far as SAP offers maintenance service for it, all of Customer’s SAP software must

be covered by the maintenance service. Customer must always have all of its

installations of the Software fully maintained or terminate the maintenance service

completely. Partial termination of SAP Standard Support for SAP Business One or

partial selection of any one type of SAP Support Services by Customer is strictly

prohibited

• Failure to utilize sap standard support for sap business one provided by sap may

prevent sap from being able to identify and assist in the correction of potential

problems which, in turn, could result in unsatisfactory software performance for which

sap cannot be held responsible.





https://support.sap.com/ccoe


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operating systems and databases to receive SAP Standard Support for SAP Business

One. If the respective vendor offers an extension of support for its product, SAP may

offer such extension of support under a separate written agreement for an additional

fee.

• SAP Standard Support is provided according to the current maintenance phases of

SAP software releases as stated in http://support.sap.com/releasestrategy.


Appendix 1 to Value Contract - SAP

Documents

Transcript of Appendix 1 to Value Contract - SAP